What A Strange Web We Weave!
by WOLFWATCHER12
Summary: My very first crossover between Ultimate Spider-Man and Avengers Assemble. AU: An old enemy of Spidey is out for revenge, but he does not know who. So, he must work with Black Widow to solve this case. But, he is also starting to have a relationship with her. Will it work out? SpideyxWidow! Plus OC's. Read, Review and Follow! Rated M for content and language.
1. The Shockingly Weird Time!

Howdy. This is a rewrite of the first chapter of my crossover between Ultimate Spider-Man and Avengers Assemble. Me and ERoc901 Tha Clean Up Man have made a few changes here and there, so hopefully you will like what we altered, cause the last time I posted the first chapter, it was very very short, allow me to make up for lost time. In this story, it takes place after Graduation Day Part 2, Peter, Mary Jane, Flash and Harry are in their senior year in high school, Ben Riley sacrificed himself to stop the Spider Slayer and for those of you who are new to this one, Spider-Man is put in charge of his house while his Aunt May is with some friends of her's for a while. And, it seems an old enemy of the wall-crawler is out for revenge against him, but he does not know who it could be yet. However, Nick Fury has Spidey look after Black Widow as she tries to help him uncover the mystery opponent as well. Spidey also allows Widow to stay at his house while his Aunt May is with her friends. As this objective ensues, Spidey starts to develop a crush on Widow, and vice versa. How will it turn out? Let's help you readers go through this. So sit back, pop some popcorn, grab a soda, order a pizza and enjoy Ultimate Spider-Man: What A Strange Web We Weave!

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Disclaimer: I do not own Ultimate Spider-Man or Avengers Assemble in any way. All rights go to Marvel Comics, Man Of Action Entertainment, Disney XD and Stan Lee.

* * *

Chapter 1: The Shockingly Weird Time!

It was a peaceful day in New York City, we find ourselves in the Queens area where we see a young man with neatly groomed brown hair, icy blue eyes and Caucasian skin. This was Peter Benjamin Parker, he was also known as the Ultimate Spider-Man, a superhero who protected New York form every one of his enemies, even if some of the public was against him. He was starting his Senior Year in High School, right now he was walking up to the front door of his house, he got his key out, unlocked the door and went inside. Peter was also the leader of a team of teenage superheroes known as the Web-Warriors. One of the members, Ben Riley, the Scarlet Spider was once a good ally, but he was really a spy for Peter's nemesis, Doctor Octopus. But that was because he used him like he was one of his Octobots, Ben even told Ock Spider-Man's real name. But in the end, Scarlet did the right thing by crashing the HYDRA Island base into the harbor, and saved everyone again when Ghost Spider, Goliath Spider and Bones Spider (the Spider Slayers) surfaced and merged with the untested Project: KAINE, which was uncovered by the newest member: Spider-Woman by sacrificing himself to stop them and dying in the process.

 **(A/N: I made up the part about Ben Riley sacrificing himself to stop the Spider Slayers. My Co-Writer came up with the idea of having it be Peter and his friends' senior year in high school and having it take place after Graduation Day.)**

"Hey, Aunt May, I'm home!" he called out, he turned his head to the side and saw some big suitcases. "Um, what's with the luggage standing in front of the door?"

It is then that he is met by a woman with short silver hair and pewter eyes that looked like she was in her forties. This was May Parker, Peter's Aunt and legal guardian. She had been watching over him after his parents disappeared and his Uncle Ben died. Peter got his powers when he was bitten by a radioactive spider, and he thought he could use his powers to make money, but realized it was a selfish thing to do when he finished a wrestling match he was entered in. The fight promoter got robbed and that same robber killed his uncle. It was then that he remembered his uncle's words, 'With Great Power Comes Great Responsibility'. He never forgot those very words.

"I'm going on a trip with some friends of mine. Remember?" she asked her nephew.

"Oh yeah. You did." Peter nearly forgot that his aunt was going on a vacation. "But for how long?"

"I'll be out for a while dear. So you have the entire house to yourself."

Peter was not sure what to make of this whole thing. "Are you sure about that?" he asked. "I mean this is the start of my Senior Year in High School."

"I know Peter, but I haven't been on a road trip since forever ago." May responded to her nephew, putting her hand on his shoulder. "Besides I'm sure that you'll have everything under control while I'm gone."

Peter began to think about it carefully. "Okay, if you say so." he accepted.

"Although you can help me with my luggage because the taxi is here." she pointed as they both saw a taxi cab outside the house.

"Sure thing Aunt May."

Peter the grabbed a few of his Aunt's suitcases and loaded them up into the taxi's trunk. May took the rest and loaded them into the same place as her nephew opened the door for her.

"Well, Peter. I'm off." May said, as she got into the cab. "You take care of the city while I'm gone okay? And also take care of the house and do some chores for me." she asked Peter. "I'll call you when I arrive just to check on you and you call me too. And either call me or leave me a text to let me know that you'll be out of town to do what you do best."

"I will Aunt May." Peter replied. "It might be challenging, but I think I'll manage. Not to brag or anything."

May raised an eyebrow with a half-smile. "Alright, but your official curfew is when you're finished with your crime fighting activities." she said. "Because besides that, I also want you to focus on school since it's your Senior Year. Okay?"

"Roger that, Aunt May!" Peter said, confirming what he'll do. "You have fun."

"I will dear." May said, as she rolled the window down. "Take care."

The taxi began to move away from the house. "Bye!" Peter waved to his aunt.

"Goodbye Peter!" May waved back, biding her nephew farewell.

Peter walked back inside his house, set his backpack down on the couch and pumped his fist in excitement. "YES! YES! YES! WHOO!" he whooped and hollered with joy. "I GOT THE HOUSE TO MYSELF! Which means that..." he thought about having a party, but then he dismissed it. "Wait just a minute. Now I remember." he said. "The last time that happened, Nick Fury had a security camera installed to spy on me in order to keep me under surveillance." It was true. The last time this happened, a security system went haywire and nearly killed Peter and his allies from when he started working for Strategic Homeland Intervention Enforcement and Logistics Division, S.H.I.E.L.D. for short and their Director: Nick Fury. In his thoughts, "Well to play it safe, I'll be watching TV for a while before I go do some crime fighting as your friendly neighborhood Ultimate Spider-Man." Peter then went over to find the remote for his TV. "Although I got the house to myself, it's kinda bittersweet without a girlfriend." he felt down about not having someone to go on a date with, but quickly shook it off. "Oh well, I might as well see if Dragon Ball Super has a new episode today." he then found the remote and turned the TV on to check if a show he liked was on, but it showed a man with a Adolf Hitler-styled mustache dressed in a suit and an angry stare on his face. This was J. Jonah Jameson, and as usual, he was on another one of his Anti-Spider-Man rants. He was always trying to run our hero out of town, but he chose to stay. "Aw, vomit buckets, it's old picklepuss on the air again." he complained. "What's he gonna say now?"

 _"This is J. Jonah Jameson of Daily Bugle Communications reporting."_ the Hitler-stached man started off with his broadcast. _"Lately I've been getting a bunch of hate comments about myself. But, that's not why I'm reporting!"_ he pointed out. _"Ever since the last battle between Doctor Octopus and the Sinister 6, along with the obliteration of the Oscorp building, before summertime of this year, the masked menace known as Spider-Man continued to be more popular with the people of New York than the Avengers, X-Men and the Fantastic Four combined while he continued to commit crimes and caused a series of incidents that did more harm than good!"_ he said in rage. _"I swear, AM I THE ONLY NEWS MAN IN THIS CITY THAT REALIZES WHAT A MENACE THAT WEB HEAD IS!?"_

This made Peter so enraged, he slammed his fist on the coffee table. "Hey, I resent that remark you moronic son of a bitch!" he commented back, even though J.J. could not hear him. "That's the biggest load of horse crap I've ever heard from your hitlerstache covered jaw!"

 _"No matter how many times Spider-Man tries to "save the day", HE WILL ALWAYS BE A CRIMINAL! HE WILL BE ARRESTED, BE SENT BEHIND BARS AND THE WORLD WILL VIEW HIM AS PUBLIC ENEMY NUMBER ONE!"_ Jameson pounded his fist on the desk.

Feeling irritated, Peter changed the channel to find the show he wanted to watch. "Spare me your ignorant bullshit, chump." he said, taking a deep breath and blowing out. "I got better shows to watch anyway. Like Dragon Ball Super for instance!" Peter then found the episode that was on right now.

He then looked down and mumbled to himself, "One day, every single word you said about me will come back to haunt you, scar you for life and cost you everything. But untill then, I'll wait and keep being a hero and rub it in your ugly brained face!" he said bitterly and let out a sigh of grief.

* * *

Elsewhere, we see a couple of teenage boys being cornered in an alleyway by a guy in a ski mask, who was holding a gun. But little did the mugger know, someone was about to halt his scheme. The two boys were a little frightened, but one of them was doing all he could to be brave.

"Alright you little punks! Hand over the money and everything you got right now!" the mugger demanded.

"Up yours asshole!" the youngest of the boys shot back, while the oldest had a dismissive look on his face denoting that he did not like the word he said. But he let it slide.

The mugger scoffed as he pointed his gun at him. "Your funeral you little shit!"

The older boy blocked the mugger from trying to shoot the younger boy. "Hey! If you're gonna shoot us, start with me!" he warned. "Leave my little brother out of this!" he revealed that the little one with him was his younger brother.

"Fine with me." the mugger said in a callous manner, "Cuts down on my time." he clicked the safety off and was about to pull the trigger, but there was a silent thud.

"Or you can pick on somebody your own size." said a voice that sounded feminine in origin. The mugger turned around and the boys saw who was standing there behind their attacker and the both had a gaped smile on their faces while the mugger looked freaked. In front of them was Caucasian woman with long red hair that went down her back and stopped at her rear, green eyes and was dressed in a skintight black outfit that had gold gauntlets around her wrists and a gold belt with an hourglass logo on it as the top of the costume showed her cleavage. This was Natasha Romanoff, the deadly Black Widow. She is a freelance agent of S.H.I.E.L.D. and one of Earth's Mightiest Heroes: the Avengers. Her and Spider-Man teamed up several times when the Avengers needed him.

"What? Ah! Y-You're...Black Widow!?" the mugger said in shock and surprise.

"In the flesh." Natasha responded. She then aimed her gauntlets at the mugger, but he then fired his gun only for Widow to jump over him, spin him around and aim her arm at him. "Normally I don't do this kind of thing, but since you like to mug these two young men I'll take that as an exception." punched him in the eye then the side of the face. Next she sweep-kicked him to the ground and placed her foot on his chest.

The mugger then got an idea to implement. He then grabbed her leg, threw her off, grabbed his gun again and pointed his gun at the boys again. "Now's my chance to take you out if you don't give me your money and everything you got!" he threatened, only for Widow to get to her feet and kicked him the back of his neck. "Fuck!" he winced in pain, causing the boys to find a place to hide. "That whore..." he did not finish his sentence when Widow slapped the mugger in the face and took his mask off to show his scruffy face. He had matched a wanted poster for a man who was responsible for double murder, fleeing the scene of the crime and assault and battery. And finally she gave him a karate chop to the neck, knocking him out.

"Sexist pig. When will scum like you ever learn?" she turned away from him to check on the boys who had gotten out of the alley way and hid behind a black car. "Are you two boys okay?" she asked in a kind manner.

The boys nodded yes, "Thanks Black Widow!" the younger boy let out a breath of relief as he hugged her, making her blush. "That guy was mugging the two of us in that alley!"

"Yeah, you're awesome!" the older boy said, clicking his tongue.

Widow smiled at them, "Thanks. I get that a lot." She then noticed that the boys were gawking at her breasts, but she shook her head and said to them, "Okay, how about you two boys stop staring at my chest and come with me so I can call your parents and tell them that I'll take you two home."

The boys nodded and looked at each other in unison. "Yeah, that's a good idea." the boys said in unison.

"Good, now let's go." Widow said, getting the boys in the black car they hid behind. They had no idea it was her ride and it took off into the air. The boys were stunned to see the car flying, and smiled with delight.

The younger sibling looked up at his brother. "Dude, she's hot." he whispered.

"I know right little bro?" the older one whispered back. "Plus, she has a very nice rack."

"Yeah, and a firm butt."

"I heard that." she said, turning her head around at the boys.

"Sorry!" the brother apologized, making her smirk.

In her thoughts, Widow said, "Geez, my body has that effect on every boy I've met. Especially these two behind me. Oh well, it's not that much of a big deal to me." she continued to drive looked up the address and zoomed right over to their house. By the time Widow arrived at the boy's house, they exited the car, Widow went up to the front door, knocked and the boy's mother answered it.

"Hello? Who is...oh, it the famed Black Widow from the Avengers." the mother said. "W-w-w-what brings you here today?"

Widow folded her arms, "Well, I brought these boys of yours here because they were almost mugged by a guy with a ski mask on." she showed the boys she brought with her. "But I took care of the mugger and had the police take him to jail. Your sons are safe and sound, ma'am."

"Yeah, you should've seen her kicking the guy in the ski mask's rear end!" the younger boy said as the mother pulled them both in and embraced them.

"Oh, my babies! I'm glad you're both alright!" she said, feeling relieved to see them okay.

"Aw Mom!" the boys sighed in unison.

"You had me worried when that robber nearly mugged you both." the mom said before she broke the hug and pulled them closer to her face. "But, if you two scare me like that again, you're both grounded!" she said firmly.

"It was his fault, Mom!" the younger brother said pointing his finger at the older brother in protest.

"Shut up, you little shrimp!" the older brother countered. "I told you to stay behind me when he was about to mug us!"

"Did not!"

"Did too!"

"Did not!"

"Did too!"

"Did not!"

"Did too!"

This argument made Widow facepalm herself as she looked away. However the mother was not amused "Quiet!" she snapped at them, making her husband bug eyed. "You two are getting a spanking right now!"

Widow was about to leave, but decided to give the mother a tip. "Oh, and ma'am before I go, I would strongly recommend that these boys of yours shouldn't check out the body of women like me until their older." she relayed.

"Oh, that's okay." the mother replied. "That's just the normal behavior of the average teenage boy. They can't help themselves."

"Okay, if you say so." Widow said. "I'm off."

"Thank you, Ms. Widow!" the mother said as the woman and the black catsuit went back to her car. "Keep up the good fight!"

"I will!" Widow said. As she got back into her car, she saw the mother pulling her son's by the ear, back inside the house, things turned bittersweet for her when the sight of that reminded her of her old family that died back in Russia when she was a child. She took to the air and zoomed over to work on her combat skills like she always does.

* * *

Later at the Parker Residence, Peter was hyped about the next episode of Dragon Ball Super, and about the new episode of Power Rangers Ninja Steel, but then there was a beeping sound coming from the kitchen. He raced over to what was making it and he saw a red device beeping.

"My S.H.I.E.L.D. watch is beeping. I wonder what's going on?" he said, as he picked it up and looked at the message on it. "Oh, Doc Connors sent me a message. Shocker is back again and he's hired a new gang to rain something from the warehouse. Really?" he said as he read it. "Oh well, it's time to get to the bottom of it and take down Shocker again." he got off the couch and went upstairs. "At least my day is getting interesting after Aunt May left to be out of town for a while. It was getting boring after Dragon Ball Super went off. Although the Goku characters reminded me of myself, except that I was bitten by a radioactive Spider."

Peter went over to his closet and pulled out a red and blue costume that had cobwebs on the red parts and black spider logo on the chest, while on the back was a big red spider logo. He put the bottoms on, then the top and the boots and gloves and last was his mask that had white lenses and black trimmings around them. Spider-Man zoomed right out of the back door shot a web-line out of his wrist and went over to the scene of the crime.

 **(The World Is Yours by Nas plays)**

In his thoughts, Spidey said, "It's been a month since I've been the Ultimate Spider-Man, swingin' on the streets of New York. Not to mention that I went on vacation to Miami with Luke, Danny, Ava, Sam, MJ, Harry, Miles, Flash, Amadeus, Doreen Green who happens to be the real name of Squirrel Girl, Tyrone Johnson and Tandy Bowen who happen to be the real names of Cloak and Dagger while Ka-Zar and Zabu visited the Savage Land and he already got into a relationship with a jungle girl named Shanna The Jungle Queen. I mean, wow. Ka-Zar and Shanna are like the modern day Tarzan and Jane or in any case George and Ursala. I know, cartoons right? Anyway, I gotta find out what Shocker is stealing from the warehouse." he then zoomed on past a building where a woman saw him swing by. He shot a cobweb in the the shape of a heart at the window, making the woman blush and giggle with delight. As he swung by he landed on a rooftop. "I bet it was a deadly weapon inside it." he mumbled as he zip-lined over to another building. And when he landed, he saw the warehouse that Shocker's group was raiding. "Now to investigate."

Spidey went on over to the warehouse, went into the front door and then something tingled in his head. "Uh oh, Spider Sense tingling." he turned around and heard footsteps approaching. "Someone's coming." Spidey jumped up to a secure place where he could stay hidden until the time would be right. In to the warehouse walked several goons with guns. "Looks like Shocker didn't waste any time in hiring his own group of thugs to do his dirty work for him. I'll see if I can get these guys to talk."

Spidey crept around, looking for a way to take them by surprise. The goons were startled by the sounds they heard outside and inside the warehouse.

"Hey, what was that?" the first goon said as he and another one looked around.

"Bah, It's just the wind." the second goon said, making his partner sneer.

"What do you mean the wind?" goon number 1 said, feeling ticked a little bit. "I haven't heard the sound of the wind!"

Just then a third goon walked up to them. "Wait a minute fellas. Did you ever have the feeling like you was being watched?"

"What the hell you talkin' 'bout?"

"Eh, he's probably just watchin' Looney Tunes again."

"No, I'm telling ya! Somebody's watchin' us!" the guy shot back, verbally.

"He's right ya know." a teenage voice said, as Spider-Man jumped jumped down from the ceiling right in front of them. "Watched by your friendly neighborhood..."

he was interrupted when one of the thugs freaked. "SPIDER-MAN!" he shouted.

"That's right!" he joked, right before the goons aimed their guns at him. "Now tell me what the Shocker is up to and you won't be arrested."

"Fuck you, web-head!" the goon shot back. "We ain't no snitches!"

"Yeah, you'll never get us to talk!" One of the thugs said, shooting his gun at him, causing the web-slinger to get out of the way.

"I was hoping you'd say that." Spidey went to the higher parts of the warehouse. "Now, let's have some fun punchin' your teeth out, Spider style!"

Spider-Man then does what he does best, knock down all the thugs. He got to a a few places where he swipes their guns away and shoots webbing bullets at them. For another goon, he yanked his gun away, broke it in half and kicked him the eye. For the third one, he chopped him on the back of the neck. The fourth was back to back with the fifth, and Spide yamnked their guns away strapping them to a wall, and giving them a double kick to the heads. The sixth, seventh and eighth goons were aiming their guns and fired them off, making Spidey use a forklift for cover. But then he slingshot himself at them, knocking them down with a clothes line. The final goon dropped his gun and was about to run away, but the web-slinger pounced on him and punched him in the eye.

Little did Spidey know, there was an invisible drone flying around, spying on him.

The web-slinger then tied the thugs up in his webbing, and interrogated them a little more. "Still won't talk?"

The thugs all tried to struggle out of the webbing, but to no avail. Even so, one of them shot back, "Like we said before, we ain't sayin' nothin'!"

Spidey thought about what he was gonna do to them, and just then, it hit him. "Okay, then, I'll just pull your underwear over your head and stick it with my webbing." he retorted.

This made the thug feel cringed. "No, don't! I'll talk!"

"Good." Spidey said, as he grabbed the thug by the collar of his shirt. "Now, where the hell is Shocker?" he demanded.

The goon revealed his boss's location. "He-He took a very huge crate and went to the factory!"

"Which factory are we talking about?"

"I-I plain don't know!" the goon said. "That's what Shocker told us before he left! We don't know where the factory is located!" he shouted.

"Thanks for the info and all, but you're still getting that wedgie for our ruckus!" the web-head stated as he grabbed the thug's pants.

"No, don't!" the goon begged, but Spidey pulled his underwear over his head, and shot his webbing at it, making him scream bloody murder in pain. "Shit! Shit! Shit! he gave me a wedgie!"

Spidey laughed in a taunting manner. "Thanks for your cooperation pal." Spider-Man taunted. "The cops will be here soon to pick you and your boys up. So I'll be taking off now!" The wall-crawler shot his web-line out as he took off to the factory, noticing the destruction Shocker made along his way there. "Smell ya later!" he taunted again.

Spidey then investigating a set of tire tracks that were along with the path and swung off in their direction.

"Fury, do you read me? This is Spider-Man! The Shocker has escaped again!" he said, speaking into his watch as a image of a man who had brown skin, and eye-patch over his right eye. This was Nicholas Joseph Fury, Director of S.H.I.E.L.D.. For a while he had gone off the radar to avoid his enemy; HYDRA, a terrorist organization determined to rule the world. They are led by Red Skull, Baron Wolfgang Von Strucker, Baron Heinrich Zemo and Madame Viper.

 _"I know."_ Fury responded. _"He escaped from Ravencroft prison again. I'm fully aware of that."_

"That's good to know, except that he stole a very huge crate!" Spidey informed. "At least it's not as big as the Hulk."

Fury knew that the very thing Spider-Man said to him was a joke. _"Very funny, webhead."_ he said using sarcasm. "Is that crate you just mentioned S.H.I.E.L.D. property?"

"I hope not. If it is, it could've been a deadly weapon that could destroy the city!" Spider-Man stated, as he swung along the trail.

 _"Then find Shocker, kick his ass, turn him in and retrieve the crate before it falls into the wrong hands, mainly HYDRA and A.I.M. or worse, Dr. Octopus."_ Fury responded.

"Crap! Now you're telling me!" Spidey feared that the item in the crate might end up in the hands of one of his enemies while he followed the villain's trail. "Anyway, I'm on it now!"

"I'll keep you posted. Fury out." Fury said as he signed off from his end aboard the brand new S.H.I.E.L.D. Helicarrier. "Contact one of our best S.H.I.E.L.D. Agents to assist Spider-Man on this one. "he ordered some of his personnel. "I have a feeling that there might be more to anything besides that crate and God only knows what's in store for the wall-crawler." he said to himself.

 **(Song fades)**

However, little did they know, someone was remotely controlling the invisible drone. "That's it, Spider-Man. Follow the Shocker, but when you least expect it, I shall pounce on you like a wolf in the night." A mysterious voice said watching from the drone.

* * *

Meanwhile at Avengers Tower, the headquarters of Earth's Mightiest Heroes, Black Widow was right in the middle of her workout.

"Okay, let's do this." she said with determination in her eyes.

 **(Come down by Anderson .Pakk feat. T.I. plays)**

She started shooting her Widow's Sting at some robotic training dummies. She got the next wave with a few roundhouse kicks and right hook punches.

"That's one wave of dummies down."

Just then third wave of drones that looked like some of the Avengers enemies came at her, but she took them down. She used her gauntlets on one who bore a striking likeness to a robot who called himself Ultron, he was an enemy of the Avengers who wanted all organic life wiped out so that only robots would remain. On looked like a man with sliver armor and a green outfit over it, it was in the likeness of Victor Von Doom, the dictator of the European country of Latveria. She took that down with a dodge of it's blasts then grabbed his neck with her legs, swinging around him, grabbing his head and slamming it on her knee. The third drone looked like a man with blue skin, scales and was holding a triple-pronged spear, in the style of Attuma, current king of Atlantis. She used a disc-like weapon she had developed to hit it in the chest, and when it exploded the drone fell apart.

But just as she was about to move on to the last one, her communicator went off. Feeling frustrated, she checked it out anyway.

"Oh God. Director Fury is calling me at a time like this?" she complained. "It's bad enough that the rest of the Avengers are living their own lives and doing their own missions after we built our second base while I'm stuck in Avengers Tower!" she then said in her thoughts. "I don't mean to complain but even though I got the Tower to myself so I could finally have some me time, I'm starting to feel a little bit lonely. Considering the fact that I'm currently not dating anyone right now, which is a good thing by the way." She picked up her communicator and respond to her boss. "Romanoff here."

Nick Fury appeared on the screen. _"Agent Romanoff, I have an assignment for you."_

"I'm listening."

 _"Spider-Man is tracking down the Shocker who stole a crate that might be S.H.I.E.L.D. property."_ Fury said to his best agent. _"We don't even know what's inside it, but whatever it is, it must not fall into the wrong hands. Your mission is to help Spider-Man take down Shocker and retrieve the crate or what could be inside it by any means necessary."_

"I'm on my way there right now, boss. Romanoff out." Widow shut the training dummies down, reloaded her gauntlets, grabbed any additional weapons and went to join the webhead in his chase against Shocker.

In her thoughts, she said, "Looks like I'm teaming up with Spider-Man again, but without the other Avengers around. I mean, he may be annoying, but at least he's on the side of good." she then got back into her car, started the propulsion units and zoomed off to rendezvous with Spider-Man.

 **(A/N: I'm using the car she had in Avengers Assemble, Season 1, Episode 1. It seemed like a good idea.)**

She looked on her video screen and saw the destruction Shocker left while on his way to the factory. "Hmm, looks like Shocker has been busy." she said. "He must be trying to throw anyone off his trail." she kept on zooming over to the factory. "Looks like those gloves of his are turned up a notch."

 **(Song fades)**

* * *

Spider-Man kept on swinging around the city, until he arrived at the factory where Shocker was going to, it looked abandoned. The power went out but some of them had a backup generator, which meant that some mechanized arms were still moving around, making parts. Spidey landed the rooftop until at last he found a man exiting a truck with silver gauntlets around his arms, wearing a mahogany red and golden yellow costume. This was Herman Schultz, or as Spidey knows him, The Shocker. He was a part of a group of villains known as the Sinister 6 with Otto Octavius/Dr. Octopus and other super villains.

"Ah ha!" Spidey said, as he overlooked the villain. "I've found you Shocker. Now to follow you and get the jump on you." he crept a little slowly as Shocker enter the building, looking around the place to make sure nothing went with a hitch. "Before he'll know what'll hit him, I'll just enter through the furnace, go ninja on him and..." Spidey was about to execute his plan, but then something tingled in him. "Hey, my Spider-Sense is going crazy!" he said. "Now what's happening...oh shit!" there was a rumbling, and it was so strong, it made a skylight shatter and a little bit of the roof fall apart, along with Spidey as he fell to the ground floor, wincing in pain. "Ugh, I hate when that happens."

Shocker walked over to our arachnid hero with a menacing look on his mask-covered face. "Well, well, well, if it ain't ol' bugboy himself, Spider-Man, snoopin' on top of the factory, waitin' to be vaped." he taunted.

Spidey got up to his feet, shaking off the pain. "Yeah, I heard that FedEx doesn't appreciate you ruining a special delivery by stealing a crate which is probably the size of a Kingpin Wilson Fisk-like crater." Spidey joked, as Shocker shot his blasts at him and he dodged. "In other words, you look like you lost a little bit of weight during you stint in prison."

"Yeah, but this time, I'm gonna lose some deadweight and stay in shape by getting rid of you!" Shocker zapped again, but Spider-Man kept on dodging his attacks.

"Hey, that's not nice!"

"You're damn right it ain't! And you know what?"

"What's that?"

Shocker charged up his gloves again. "I don't give a rat's ass!" he zapped at the web-slinger again, only to have Spidey zip-line to him, and punch him in the jaw.

"Woo!" Spidey said, as he went up to the wall. "Looks like somebody's stepped up a notch today! Did a lot of target practice with my picture on the target again, didn't you, Shockie?" he taunted.

Shocker then got to hit him in the ribs. "Don't call me Shockie!The name is SHOCKER!" he ranted as he zapped the web head again. "Ha! Gotcha, Spider shit for brains!"

Spidey felt a little bit more pain in his left leg, and felt to the side "Crap. Me and my big, fat quipping mouth." he cursed himself as he winced again. "That's one way of putting some shock in the system."

"Damn right it is, Spider-Punk!" Shocker said, as he placed his foot on Spidey's chest. "I got ya right where I want ya. And to be completely honest with ya, I've been waiting for this moment for a long, damn, time." he charged his gloves up again, but then a set of lights shined through the windows. "What the hell!?"

 **BOOM!**

Shocker said as a laser zapped him right off of Spider-Man, a car came crashing into the place and out of the car came Black Widow.

 **(Know The Ledge by Eric B. & Rakim plays)**

"I'm sorry. Did I step on your moment, Shultz?" she said. "Too bad. You're under arrest."

Spidey was wide-eyed in surprise as Widow walked over to him. "Black Widow?"

"In the flesh, Spider-Man." Widow said, as she extended her hand helping Spidey to his feet. "Director Fury informed me that Shocker stole a crate that's property of S.H.I.E.L.D. so he sent me to retrieve it too."

"Yeah, well, I literally had it under control." Spider-Man insisted. "But, since you're here, I wouldn't mind teaming up with you despite me being in a state of shock by you're arrival." He then looked around for her teammates. "Are the other Avengers with you?"

"Nope. It's just me right now." Widow responded. "And let's make this quick because I got better places to go than this." she got into a fighting stance.

"If you say so." Spidey also got into a fighting stance along side her.

"And let me do my job professionally, please?" she asked, complainingly.

"Hey, no need to be worked up like that!" Spidey countered.

Just then, Shocker got up to his feet again. "You just made helluva mistake there, Black Widow!" Shocker warned. "Now I can take down two Spiders with one stroke!"

Widow had a smirk on her face. "Alright then. Let's have some fun." she said, charging at the villain.

"Hey, wait up!" Spidey said, as he and Widow double teamed against Shocker. It was a back and forth battle they had with him, what with Spidey using his webbing on him, combined with his street brawling and karate style, and uniting it with Widow's martial arts.

* * *

The mystery man who was speaking to himself on the drone was heavily shadowed, and he felt somewhat amused by the battle that was going on between the two Spiders and Shocker.

"Oh hoo hoo, this is perfect!" he said. "My money is on Shocker beating the fuck out of that Wall-Climber and that Russian Jezebel from the Avengers!" he snickered evilly.

* * *

They both knocked Shocker back a little bit, and he felt somewhat intrigued by this. "Well, I'll be damned! You two fight like you teamed up before."

"Well, that's true." Spidey said. "We teamed up in the past but with other people. Besides, it's a long story."

"But this will be your final chapter when I vaporize you two bugs!" Shocker said, as he turned the dial on his gloves up to 12.

"Ever consider changing your name to the Vaporizer?" Spidey joked. "After all, you keep yapping about vaporizing people." he got a chop on the head by Black Widow as she shot her Widow's Sting at him.

Widow was not impressed. "Unless you want to be a stand-up comedian to one-up Hawkeye, keep your jokes to yourself and focus on kicking Shocker's ass!" she ordered.

"Aw, c'mon! That's part of my strategy!" Spidey complained. "I'm just using all these jokes to get my enemies off their game, and I use it as a coping mechanism."

Shocker then felt an opportunity, "Oh yeah? Well in that case, Spider-Man..."

"Aw dammit!"

"The jokes are on you!" Shocker fired his gloves at the web-climber, but Black Widow got him out of the way.

"Whoa! That was close!" Spidey said, wiping a little bit of sweat off his head.

"Like this?" Widow said, firing her gauntlets again.

Shocker did his best to dodge them. "Wha...hey!" But Shocker got hit by one anyhow.

Widow then had an idea. She grabbed the villain by the collar of his costume, and began to act out her plan. "Hey, Spider-Man!" she called out as she threw Shocker over to the web-head.

"Yeah?" Spidey asked, as he saw Shocker being thrown right at him, and he knew what Widow was going with. "Oh, right."

He shot his webbing in the form of a net, wrapped it around Shocker and sung him around a little. "Oh shit!" the villain shouted.

Spidey kept on throwing Shocker like he was a baseball going around and around and around. Until at last, he let go causing the villain in mahogany and gold to go crashing into a mechanical arm. "And, that's a home run!" he said, with excitement. "You gotta admit Black Widow, we make one helluva team." he said, putting his elbow on her shoulder. "You were quite amazing yourself."

Widow removed her shoulder from his elbow. "Save your compliments of me to yourself, hon." she said. "Let's finish this up and turn the..." she got interrupted when Shocker shot another zap at them, causing him to free himself from the trap he was in.

"You ain't gonna do nuttin' bitch!" he said, cranking the dial on his gloves all the way to 12 again. "And you sure as hell..." he charged up his gloves.

Spider-Man's Spider Sense tingled in his head again. "Oh no! Widow, look out!" he yelled as he ran towards her.

"Ain't gonna take me alive!" Shocker said, as he unleashed a powerful blast and zapped a metal beam, causing a platform to collapse on the Spiders. "Enjoy the rider to hell Spider-Man and Black Widow! And goo riddance to bad rubbish!" he said, walking off. He was about to get back into the truck, but then he heard a crashing noise. "What the fuck!?" he yelled.

Spider-Man had gotten out of the rubble, and it turned out that there was a little bit of dirt on his costume. "Now you've done it, Shocker!" he yelled. I just washed this costume this week!" he then began to look around for his ally from the Avengers. "I wonder if Black Widow's okay." he then noticed that the the redhead's hand had been sticking out of the rubble. "Oh no." Spider-Man raced over to check up on her, digging her out of the mess. "Widow? Black Widow!" he felt concerned, and checked her pulse.

He let out a sigh of relief. "She's unconscious but still alive." Spidey said. "Good thing I checked her pulse." he then turned over to his foe.

"Hey, it's her own fault that she stuck her big, good-lookin piece of ass in my business, webhead!" Shocker retorted, making Spidey shake his fist in anger. "Now that she got what she deserved, it's your turn to get mutilated."

Spidey was now fully enraged, "Y'know what, Shocker! Playtime's over, now it's personal!" he put his fist into his palm.

"My thoughts exactly, wall-crawler." Shocker got ready to use his gloves again. "Let's settle this once and for all!"

"You freakin' bet we are!" Spidey said. "But first..." he shot his web-line at Shocker's feet, sticking him to the floor a little bit.

"Aw hell!"

"And second..." he then used his webs to yank the gloves off of Shocker, and then he removed the mask showing Shocker's true face as Herman Schultz. Spidey then grabbed the gloves and used his strength to shatter them to pieces..

"My vibro-gloves!" Shocker shouted in fright. "You'll pay for this, Spider-Man!" he bellowed as Spidey ran up and punched him in the jaw, in both sides of his face and chopped him on the side of the neck. But then Spider-Man kicked Shocker in the ribs, in the leg and did a backlight round kick to his gut.

"And for my grand finale." Spider-Man began waving his fist around and threw it like a baseball at the front of his face. Only to get countered by Shocker who delivered his own punch to Spidey's head, knocking him down. He broke from the arachnid hero's webs again, and decided to do this the old fashioned way.

"If it's a grand finale you want Spider-Man, here's my encore!" Shocker said, venomously. But, Spider-Man began to look for a way out of his fix.

"You got that fuckin' right Shock for brains!" Spidey shot his web line up at a crate hanging above Shocker's head.

 **THWIP!**

"Now eat this!" He yanked back and the crate came falling down on Schultz's head, knocking him out.

 **BAM!**

Spidey wiped his hands. "Well, guess that that takes care of Shocker. Now to check on Black Widow again."

He ran over to the redheaded super spy again to see how she was doing. When he did so, he saw her out as a light, sleeping. "She's resting quite well." He was also checking for any injuries she might have sustained during the blast. "No serious injuries though." He noticed that some of her costume was ripped a little bit. "Since nobody's here, it's safe for me to say that she's beautiful when she's sleeping like this."Spider-Man admired Black Widow's womanly features which were like eye-candy for him. But then he felt something wasn't right. "Oh no, the crate!"

Spider-Man then picked up Black Widow, placed her over his shoulder and raced over to the Shocker used to get to the factory. Next, he went over to the crate, opened it up and inside it was some giant metal object the size of a human. And it looked like there was a person inside. "Whoa!" he said marveling at the device. "Looks like this crate had a cryogenic pod in it, and there's a frozen body inside." The web-slinger then contacted Nick Fury on his watch again. "Fury, Spider-Man here again. I stopped Shocker, with Black Widow's help but she's unconscious right now, thanks to Shocker's blast at a metal beam which collapsed the platform. She's still alive by sleeping right now."

 _"That's good news, but what about the stolen S.H.I.E.L.D. crate?"_ Fury asked. _"Did you two manage to get it back?"_

"Yeah, but what's inside the crate is a cryogenic pod and someone was frozen inside. I don't know who could be in there, but as a precaution, I think it's best if you send in S.H.I.E.L.D. agents to bring it back to Coulson while the cops take Shocker away again."

 _"I agree with that idea. That way the pod will be kept out of certain hands for the time being."_

"Yeah, but what about Black Widow?" Spider-Man said, still carrying the Russian Avenger over his shoulder. "I can't just leave her here."

 _"I didn't say anything about leaving Agent Romanoff there!"_ Fury yelled, making Spider-Man cringe a little bit.

"Okay, okay, no need to raise your voice!" the wall-climber complained.

Fury then had an idea. _"Just take her to your place for now."_

This left Spider-Man flabbergasted by the sound of it. "WHAT?!" Spidey shouted. "Are you insane! I can't just..." he let out a grieving sigh. "Fine. I'll take her to my Aunt May's house."

 _"Good."_ Fury said. _"But, whatever you do, don't do anything I wouldn't do to her."_

"Like sexual acts toward her? Got it." acknowledged Spider-Man.

"Good I'll contact the two of you later for any further updates. Fury out." Fury said, as he disconnected the transmission.

Spider-Man shot out another web-line and swung out of the factory, with Black Widow in tow. "Take a nice nap, Black Widow." he mumbled. "It's gonna be a long and very awkward ride back to my Aunt May's house. But still...Why me?"

* * *

Back on the Helicarrier, Nick Fury was greeted by one of his personnel who had short blonde hair and blue eyes, wearing a standard S.H.I.E.L.D. uniform. He said hi to everyone aboard the vessel with a Western accent. This was S.H.I.E.L.D. Agent Clay Quartermain, one of the best agents Fury has ever known.

"Director Fury, sir." Clay said, greeting his boss.

"Ah, Clay, good to have you here." Fury said, shaking hands with him. "Spider-Man recently took Shocker down, with some help from Romanoff, and I sent some of the boys to retrieve the cryo-pod that was in the crate."

This made Quartermain stunned. "You sent Natasha to help Spider-Man?" he asked. "Good thinking sir."

Fury then felt another idea flowing through his head. "What do you think the odds are of Spider-Man getting romantic with Romanoff?"

"Dunno, boss. I'd say 100 to 1."

"Would you like to make a bet on that, Clay?"

Quartermain was a little shaken up by this, but he agreed to the bet. "You're on, boss." The two of them shook their hands again, accepting the bet.

"So, what now?"

"Well, I was gonna call my wife and see if you'd like to come over for a chat." Clay said.

"Okay, we'll monitor Spider-Man's progress from there." Fury said, when he and Quartermain walked off the bridge. Fury then had a sneaky and mischievous grin on his face. "Now, we play The Waiting Game."

* * *

The mysterious man was watching the whole video, that is until someone opened up a door and delivered him a drink.

"Thank you, Harvey." he said. "So, what was in that pod?"

"I'm not sure, sir." Harvey said. "And before you ask, I don't know who or what is in that thingamajig."

"Well, what ever it was, we will find out for ourselves." he said, grabbing a something breakable. "Soon, Spider-Man will be sorry he ever started a fight with me." He leaned forward showing himself to have an all green outfit with a purple cape.

* * *

Spidey swung around until he returned to his house. He got to the front door, opened it and walked inside. He carried her by switching her from on his back to bridal style. He then started to think of something.

 **(Inside My Mind (Blue Skies) by Groove Armada plays)**

"Okay, now where should I put Black Widow?" he asked himself. "The couch? No, not the couch. I'll have to put her on the bed. But not my bed." he walked up the stairs and thought again. "Now that I'm upstairs, it's too late to put her in the guest room." he said walking over to one of the doors in the house. "Guess I'll have to put her in Aunt May's room for now." he opened up the door, and put the unconscious Black Widow flat on her back and rested her head on the pillow.

In his thoughts, Spidey said, "Okay, now that she's resting comfortably and peacefully, I gotta figure out what to do next now that she's here with me." he snapped out of it and began to take his mask off and pace the floor. "I've never been this nervous since I tried to keep my identity a secret from everybody back then before Nick Fury took me, Iron Fist, Power Man, Nova and White Tiger under his wing. And...Whoa." he then got a look at how lovely her body looked while she slept. "She really does have a very, very, hot, sexy body." he then felt a little bit stiff down below. "I think she's starting to turn me...what am I doing?" he stopped ogling her when he slapped himself in the face. "I shouldn't be attracted to her when she's sleeping!" he muttered to himself. Just then, Black Widow's hand started to move. "Uh, oh. My loud voice is waking her up." he flailed attempting to put his mask back on. "I gotta..."

Widow sat up, rubbed the pain behind her head to soothe it. When she looked around to find out where she was, she saw the young man in the doorway to the room she was in. "S-Spider-Man?" she said, making the web-slinger turn around and look at her. "Is that really you underneath that mask?" she asked.

Spidey panicked a little bit. "Oh no. She saw my true face." he said. "Meaning that she knows my true identity. Now what am I gonna do?"

Widow raised her eyebrow, and wanted an answer. "Tell me the truth, kiddo." the redhead started off. "Have you really been Spider-Man the entire time?"

Peter let out a grieving sigh, "Okay, you got me." he deadpanned and confessed at the same time. "Yes, I am Spider-Man. The reason I didn't want to reveal my real identity is because..."

He nearly finished his sentence but Widow finished it for him. "Anyone you knew and loved would be in constant danger if you did."

"Yeah." Peter stated, felling intrigued by how the redhead put it. "Boy, you catch on fast."

"Hey, what did you expect? I'm a spy and an agent of S.H.I.E.L.D., Spidey." Widow said to him. "Let's just say I checked the database and looked over the files on everybody affiliated with S.H.I.E.L.D.. Including you...Peter Parker."

The fact that she read Spider-Man's file in the S.H.I.E.L.D. Database, figuring out his identity for herself shocked Peter to his very core. He stammered for a little bit, stuttering nervously. "What? Are you cr..." he was cut off yet again Widow got up and shushed him.

"Don't worry about a thing. You're secret's safe with me." she winked at him. "I'm sure that the other Avengers knew earlier though." she said, promising to keep his identity a secret from the public. "Anyway, where are we?" she asked, then noticed the boy looking at her rack. "And would you stop staring at my cleavage please?" she asked.

Peter started blushing as he turned his head away from her chest to her face. "Oh, sorry." Peter said, apologetically. "We're in my Aunt's house. This is where I live. Speaking of which, my Aunt May is on vacation right now and she'll be gone for a while."

"On vacation, huh?" Widow folded her arms. "But does she know that you're Spider-Man?"

"Yeah, she does." he admitted. "She revealed that she knew I was Spider-Man the whole time when we were involved in the Contest Of Champions. And the most awkward part about it is that I didn't reveal it to her. She just knew. That's all."

"And because of that, you had to protect her and save her life too."

"Yeah, that too." Peter said. "Hey, uh, wanna continue this conversation over a couple of sandwiches?" he offered.

Widow then felt her stomach and said, "Sure, I just skipped lunch today." she still felt a little pain on the back of her head. "Ugh...And also, I may need a bag of ice."

"Comin' right up."

* * *

When the two of them were downstairs in the dining room, Peter made some sandwiches for him and Black Widow to have. He also put together a bag of ice for her to put on the back of her head. The two of the quietly stared into each other's eyes, as Widow placed the bag of ice behind her head.

"So, Widow, how's your head?" Peter asked breaking his silence.

"It feels better." she replied to him. "That damn Shocker nearly killed me." Widow stated as she took a bite out of her sandwich. "But since I'm still alive, I'm not complaining too much." she liked the way Peter made her meal. "By the way, these sandwiches are delicious. It's better that seeing Hulk and Thor up all the sandwiches back at Avengers Tower." she complimented.

"Thanks, Widow." Peter said, feeling honored. And he chuckled a little before taking a bite out of his sandwich. "That was better than nothing at all."

Widow then began to wonder something about Peter. "Okay, tell me something, Peter." she started. "How did you become Spider-man?"

"Well, it all started like this." Peter began to tell the redheaded Russian Super Spy his backstory. "Back during my freshman year at Midtown High School, I was bitten by a radioactive spider, while on a field trip and as a result of it, I gained the power of the spider. The ability to stick to walls, the agility, the strength, and a thing for dark corners and new heights."

Widow was puzzled. "Wow. Did not know that." she said. "Is that spider still around?"

"Yep, it was in the Oscorp Labs." Peter said, before continuing his backstory. "What really drove me to become a superhero is when my Uncle Ben was murdered."

"Murdered? By who?" she wanted to know.

"A mugger who robbed money from a fight promoter who didn't pay me much money after participating in a wrestling match I was in against Crusher Hogan, the toughest pro wrestler in the world at the time." he then felt solemn. "I let that happen because I didn't think it was my problem and I didn't take my responsibility seriously. After that robber took my Uncle Ben's life, I chased after him in my Spider-Man costume. When I caught up with him and before I could make him pay, I took off his ski mask and he was revealed as the same crook from the arena. But rather than taking his life from him, I turned him over to the cops and I realized that being a superhero became my calling. I then went on to become everyone's friendly neighborhood Spider-Man, and haven't turned back since."

Widow felt amazed by the way he told it. "Great story, Peter." she said, before she also felt solemn. "And I'm sorry for your loss."

"Thanks, Widow." Peter said, putting his palm over her hand. "What about your family?"

Widow began to remember what had happened to her in the past, but dismissed it. "It's...a complicatedly long story."

"Okay." Peter said, taking his hand off of her's and told her something else. "Oh and there's more. Over the years as Spider-Man, I've been constantly criticized and verbally ridiculed by that blowhard asshole with the biggest mouth of all New York, J. Jonah Jameson." he started to feel agitated. "Every chance he gets, he has the gall to call me a Masked Menace and I had to endure him badmouthing me to everyone." she began to shake his fist out of anger, but then Widow put her hand over it.

"Don't let him get to you, Peter." Widow said, stroking his head. "Just be cause he called you a menace doesn't mean that you are one. Because you're not." she spoke to him about that firmly but fairly. "He's bad-mouthing you out of jealousy and resentment because you made a difference for this city you live in more than he'll ever make."

Peter thought about what Widow said to him, and he took it to consideration. "You're right Widow. Guess I was overreacting." he said, rubbing the back of his head nervously and blushing. "Anyway, how're the Avengers doing?" he asked.

"Let's just say we're taking a break from being Avengers and going our separate ways for the time being, meaning that we're on separate missions and living our own lives with Hawkeye being with his wife Laura and his three kids, Lila, Coop and Nathaniel, Hulk leading the Agents Of S.M.A.S.H. in Vista Verde while resuming his relationship with Betty Ross, Thor being in Asgard with his allies Lady Sif and the Warriors 3, Tony Stark running his company, Ant-Man pursuing Hollywood as the adviser for the movie based on the Avengers, Captain America doing his own thing with Falcon and I'm going solo while still living in Avengers Tower, which I'm fine with. You know, finally get some me time."

"That is until Nick Fury said otherwise." Peter said. "I found that out the hard way when he had me and my fellow superheroes under surveillance one time." he hinted as Widow raised her eyebrow at him. "That was embarrassing. Does that ever happen to you?"

"Not really." Widow responded. "Even if he did, I'd do more than give him a piece of my mind." she hissed a little bit.

"By the way you carry yourself, I don't blame you at all."

Widow looked away from him, but the refocused her eyes to him. "Peter, listen. I was wondering." she said. "Can I stay a while longer? Even though I got Avengers Tower all to myself without the other Avengers around, I'm starting to feel a little bit lonely." she confessed.

Peter was bug-eyed in astonishment about what he just heard. "Are you sure?"

"Of course I am."

"Well...okay. Can't see why not." Peter agreed to Widow's request.

"Thanks." And then...the unexpected happened. Widow kissed Peter on the cheek. "And my real name is Natasha Romanoff."

"Oh, Natasha Romanoff." Peter said, feeling flustered. "That's got a Russian ring to it. No, I mean..." he stopped when Natasha stroked his head again.

In his thoughts, Peter said, "God, she's so beautiful."

In her thoughts, Natasha said, "God, he's so handsome."

After gazing deeply into each other's eyes again, "So, want to show me around the house a little bit before we do something later on?"

"Yeah."

Peter then went over to the refrigerator to get something to wash his sandwich down with. He got out some milk and poured him and Natasha a glass. "I think I'm starting to become attracted to him/her." Peter and Natasha said in their thoughts simultaneously.

 **(Song fades)**

To Be Continued...

* * *

Well, I hope you all like the rewrite of chapter 1. Hopefully it'll help some of you make sense of things. When I started this story back in December of 2015, I thought I wasn't gonna make it longer than I thought, but thanks to ERoc901 Tha Clean Up Man, UltimateWarriroFan4Ever and guys like them, I got to my feet. Thank you all for assisting me.

Stay tuned for Chapter 2: Downtime. Spidey and Widow roam around the house, but are then informed that the Sinister 6 are up to no good again, but this time they are just being used by that nutjob Spidey was forced to work alongside before...Deadpool. Can the wall-crawler and Widow find a way to take down the merc with a mouth? Find out next time!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	2. Downtime!

Y'ello everyone. I'm here for chapter 2 of What A Strange Web We Weave! In this chapter, Spidey shows Black Widow around his house, and there is also an appearance from Nova, White Tiger, Iron Fist and Power Man. And, boy are they gonna be freaked out by this. And, also, sorry about making Widow seem out of character, I'm doing the best I can. But to help me with this story, I called in ERoc901 Tha Clean Up Man and UltimateWarriorFan4Ever to provide me with anything that might be useful. Anyway, on with the chapter.

* * *

Disclaimer: Same as before.

* * *

Chapter 2: Downtime!

A few hours passed after Shocker was arrested, so Peter decided to show Black Widow around his house. They started off with his bedroom.

"This is where I keep the science journals I read in the past." Peter said he showed it. "And if you're wondering what this might be, it's a log book from when I started out with my powers." He showed a picture of him in an old version of his costume inside a wrestling ring taking down Crusher Hogan.

"You started out as a wrestler?" wondered Natasha. "And you were fifteen when that happened?"

"Yep." Peter replied. "It was that very night Uncle Ben was killed by the same crook I saw at the area I wrestled at. Even to this day, I still miss him."

"Fury told me about that." Natasha said. "I'm sorry about your loss. You have my condolences."

"Thank you." Peter turned a page in the book and showed her another picture of the time Flash Thompson beat him up and shoved him into his locker. "I always get 'Locker-Knockered' by Flash and yet he's the number 1 fan of my other self."

"Locker-Knockered?" Natasha was stunned by what was just said. "Why didn't you use your super strength on him?"

"If I did that, my days as Spider-Man would be over." Peter stated. "And that's from when I fought Electro for the first time. I always made fun of his star-shaped mask."

"Hmm, and which one is that off?" asked Natasha as she looked at a picture of a guy with tentacles and an armored suit.

"Oh, that's Otto Octavius, aka Doctor Octopus." Peter informed. "He was working for Norman Osborn, who wanted a sample of my blood to make an entire army of Spider-Men. But after Norman became the Goblin, they haven't been steady on working together anymore."

"So, this must be from the time you battled the Sinister 6, am I correct?"

"Yes." Peter showed who all the members were. There was Kraven The Hunter, Vulture, Lizard, Rhino, Scorpion and Sandman.

"Wow, sure looks like you have allot of enemies after you."

"I sure do. It's allot to handle, but someone's gotta do it."

"So, you got any other enemies?" asked Natasha.

"Yes, the Frightful Four." Peter replied. "I have a feeling that they'll be back, and won't stop till I'm dead."

Natasha put her hand on his shoulder and told him, "I can help you defeat them if you want."

"Sure, I'd like that." Peter gladly accepted.

* * *

However, the mystery man who was watching him was intrigued by what had been over heard. Unknown to the wall-crawler and the Russian woman, he had placed a mini-microphone on the side of his house.

"Ah, so he's encountered the Sinister Six, eh?" he said. "I can top that battle easily. You there, Harvey!"

"Yes boss?" he asked.

"Get me Deadpool on the line!" he demanded.

"Right away!" Harvey said. He dialed a bunch of random numbers until he got an answer.

 _"Hello, who is this?"_ asked Deadpool as he talked over the line.

"This is Quinton Beck, I'm looking for Wade Wilson."

"This is him speaking." he replied. "But, I prefer Deadpool. So, what do you want Beck?"

 _"I would like you to ally yourself with The Sinister 6, and dispose of Spider-Man."_

"The Web-head again?" he asked. "How much are you willing to pay?"

 _"I'll pay you $10,000 for his death."_ Quinton stated.

"I'll take it!" Deadpool said as he laughed maniacally.

* * *

A few minutes later, Sam Alexander who was also Nova: The Human Rocket came to see how Peter was doing. He brought Luke Cage/Power Man, Danny Rand/Iron Fist and Ava Ayala/White Tiger with him. Sam knocked on the door and said, "Pete, are you there?"

"Oh, man." Peter said. "It's Nova and the rest of my teammates."

"I'll go upstairs and get into my civies." Widow said as she rushed upstairs.

"Okay, I'll wait." Peter went over to the front door and said, "Hey guys, this is unexpected."

"I know, but there's allot we have to tell you." Sam said as he came in.

"Okay, how about you tell me in the living room." Peter allowed them all in.

Ava sat with Danny, Luke in one chair, and Sam in the other.

"Alright everyone, what seems to be the trouble?" Peter asked.

"Well, it looks as though someone else is after you." Luke answered.

"That happens to me all the time." Peter stated bluntly. "You're gonna have to be a little more specific."

"From what we could figure out, he had a striking resemblance to a guy going by the name of Cletus Kassidy, a psychopath who has been killing common criminals." Ava pointed out. "And he leaves his initials written in his victims blood, the press are calling him the Carnage Killer."

"His press-given name reminds me of that creature you were turned into by the Goblin." Danny added.

"Carnage? Brrrrr. Don't remind me of that day." Peter had jitters runnin up and down his spine, having flashbacks of that day Carnage was created. Carnage was a whole lot similar to Venom, but was red instead of black.

"Well, he hasn't been seen lately. He's been sent back to Ravencroft penitentiary." Natasha said as she came down the stairs. Sam, Ava, Luke and Danny were shocked to see Black Widow in her civilian clothing. They all sat and stood there, mouth agape and bug-eyed.

"BLACK WIDOW!?" the all wondered in unison. Danny went up and said, "Namaste, Natasha." He bowed to her.

"Namaste, Daniel." Natasha bowed back to the blonde.

"Uh...What are you doing here?" asked Ava.

"I'm keeping Peter company while his Aunt May is out of the house for a while."

The lot of them gasped. "We didn't expect this." Sam stated.

"So, in any case, S.H.I.E.L.D. agent Leo Fitz informed us that the Sinister 6 have popped up again." Luke said. "And, they want to set a trap for Spidey."

"A trap?" asked Peter. "That's not good. We need to figure out how they got out and who put them up to this."

* * *

At the Quartermane Residence, Clay and Nick were with Mrs. Quartermane, keeping track of Spidey's progress.

"Fury, do you read me?" asked the web-head.

"Yes, I'm here." Fury informed. "I'm with agent Quartermane and his wife. What do you have to report?"

"It looks like the Sinister 6 are up to no good." Spidey said. "And, me, my team and Widow are looking for them."

"Okay then." Fury said. "But be careful."

"Looks like there have been sightings of a strange guy in crimson red and black running around with swords." Clay said.

"Swords?" Spidey wondered all bug eyed. "That can only point to one person. And you and I think it might be _Him_..."

"Without a doubt." Fury said.

"Okay, Spider-Man out." he signed out of his wrist comm. "I don't get, who could be involved with the Sinister 6?" He began to deepen his thoughts. "Loki? Nah. Juggernaut? Nope. So, that only leaves one suspect...Deadpool!"

* * *

In Manhattan, Spider-Man and the others were tracking the Sinister 6. They splut up to cover more ground. Widow went with Tiger, Power Man and Nova went with Iron Fist to find Electro.

"Who could have brought the Sinister 6 back together and why?" asked Nova.

"Not sure." answered Power Man. "But, whoever it is, we won't know unless we interrogate them."

"Widow, did you find Kraven?" asked Iron Fist.

"Yeah, he's aiding Doc Ock right now."

Doctor Octopus and Kraven were charging right at the ladies, but the two of them backfliped out of the way. "Whoa, that was a close call." White Tiger said.

"What are you doing here, White Tiger?" Kraven asked.

"Me and Black Widow want answers Kraven!" Tiger said. "What sort of trap have you set for Spider-Man!?" she demanded.

"I haven't the foggiest idea of what you're talking about." The Hunter replied.

Black Widow aimed her bracelet at the Hunter and Ock. "That's where you'd be lying, Sergei Kravinoff. What. Are you. And the Sinister Six. Planning?"

"Oh, something we know Spider-Man can never escape from!" Doc Ock said.

Widow and Tiger decided to do a double team to them, and Natasha does a roundhouse kick to Kraven, and Tiger pounced on Ock and then knocked them out.

"Well, that should do it. I wonder how the guys are doing." Widow wondered.

"Knowing them, they're probably wrapping up the other members." Tiger confirmed. The two ladies did a fist-bump and they liked it.

* * *

Nova, Power Man and Iron Fist caught up with Electro, only to find him with Scorpion, Lizard and Beetle. Iron Fist was shocked as he thought it was the one from Kun-Lun, but he was wrong.

"You're not the Scorpion I know of." Iron Fist said.

"You're right." Scorpion said. "I'm a different one who was created by J. Jonah Jameson, to kill Spider-Man. But, I never seen you lot before."

"I knew Jameson was slime faucet, but that is just low." Power Man stated.

"Yeah, what a shithead!" Nova added.

 **(A/N: Yeah, I had Nova say that Jameson is a shithead because, I cannot stand the way Jameson rants about Spidey being a menace, when really, he's the menace!)**

 _"Nova, watch your mouth!"_ Black Widow scolded over the radio.

"Anyhoo, you won't get it out of us!" Electro said.

"Yessssss, you won't even get far enough to warn Sssspider-man about the plan we have for him!" Lizard said as he lunged at Nova, but the human rocket flew off with him still hanging on with his claws.

Iron Fist made a dodge from Scorpion's tail, and then grabbed it, swung him around and

 ***WHAM!***

"Take that, Scorpion!" Iron Fist said as he looked down at him. He turned his attention to Power Man who was being cornered by Electro and Beetle.

"You call yourself Power Man, but, all I see is boy who can't even battle his way past an electric powered man, and a guy in bug armor."

"Pal, you just made me mad!" Cage kicked Electro in the groin and then went after Beetle

"Okay, Beetle, you going down punk!"

"You dare insult me!?" Beetle aimed his cannons at Power Man, launched the missiles, but they had no effect.

Luke runs at him and pounds his helmet and knocks it off, revealing his face. He had short grey hair and brown eyes.

"So, this is what you look like without your helmet." Luke said. "I thought you'd be taller."

"I will not be humiliated by you Power Man!" Beetle raised his arm at him, but Luke pulled the missile launcher off and crumpled it into pieces.

"Think again, Beetle!" Power Man said as he knocked the crook out. "OW! Yeah!" he, Iron Fist and Nova did a three way high five.

* * *

Elsewhere, Deadpool was stalking Spider-Man like a wolf was tracking it's prey.

"Okay, I'm sure Deadpool is here somewhere." Spider-Man said. "Where are ya, you merc with a mouth!?"

Spidey felt his spider sense tingle, he turned around fast, and there Deadpool was standing on a roof holding a really big gun. "I'm up here, webby!"

 ***BOOM!***

Spidey turned his communicator on, and said "Guys, I know who allied the Sinister 6 allied themselves with."

 _"Who, web-head?"_ Nova asked.

"It's the nut-ball I wish I never met." the wall-crawler replied. "Deadpool!"

 _"What?!"_ Luke yelled.

 _"Wade Wilson?"_ Natasha said as she was shocked. _"I can't believe he would pop up."_

"That's his real name?" Spidey wondered.

 _"Yes."_ Widow pulled up the file as Spider-Man continued running away from Deadpool. _"Wade Wilson aka Deadpool was a former ally to Wolverine and Sabertooth, but was diagnosed with terminal cancer. Simon Trask gave him a healing factor that's faster than Wolverine, and he's also got so many scars on his face he's never taking his mask off."_

"Oh damn." Spidey said. "So, that was his real origin? He'd been lying to me the many times he told me when I fought Taskmaster and prevented him from stealing the list of S.H.I.E.L.D. agents. And when he lied to me about there being an agent McGuffin."

"Exactly." Widow said. "He lies allot to throw anyone off his trail. When would like help?"

"Right now would be good!" Spidey yelled.

"Okay, meet you there!" Black Widow said as her and White Tiger got into her car.

Deadpool ganged up on the web-slinger, Nova, Power Man and Iron Fist ran towards the position.

"Wow, Black Widow, this is one sweet car you have." Ava said.

"Glad you like it." Natasha said.

* * *

Black Widow and Spider-Man had Deadpool cornered in the trainyard.

"Give it up, Deadpool! On behalf of S.H.I.E.L.D. And The Avengers, you're under arrest!" She aimed her gauntlets at Deadpool.

"Then tell me, darlin, you wanna have fun till you scream?" Deadpool flirted in a western voice.

"I don't think so."

"You will." Deadpool smirked before he unsheathed his swords and charged towards the heroes.

Spider-Man and Widow double teamed Deadpool as they went back and forth, until Deadpool swept Widow off her feet and onto the ground. Spidey cried out, "WIDOW!" and he charged at Deadpool only to be tripped by him, causing him to fall on Black Widow by the boobs. He then looked at her in the eyes for a few seconds.

"Whoa! Sorry, Widow." he apologized as quickly as he got off her.

"Spider-Man, focus on him, not me!" Widow barked as she hit him on the shoulder.

"Ow! Right!" Spider-Man said as he clutched his shoulder and went back to fighting Deadpool.

Iron Fist and Power Man got ready for their positions. "Yo! Iron Fist! Double Team!" Cage called.

"On it, Power Man." Iron Fist responded as he went into his fighting stance.

Deadpool got out a machine gun and aimed right at the duo, only to have Power Man get in the way and take the bullets, but the bullets have no effect on him.

"Hey, what's going on?!" Deadpool was shocked to see that there were no bullets in his body. "Why aren't you bleeding?" He pointed his finger at him.

"Bulletproof skin, fool! You know You can't touch this!" Cage said before humming MC Hammer's Can't Touch This.

"YOU MOTHERFUCKER! That's cheating!" Deadpool said grunting in disbelief.

"Well, too bad so sad." Cage said as he badassly shrugged off Deadpool's whining.

Then, Deadpool got up and knocked both Power Man and Iron Fist down. "Ow! Sweet Christmas!"

 **(A/N: Sweet Christmas. Why can't that be a popular superhero catchphrase?)**

Nova was in the air, hovering above Deadpool. He then swooped down.

"I got 'im!" Nova blasted at Deadpool, but he jumped out of the way, and the blast hit White Tiger instead.

"Whoops!"

"OW!" Tiger yelled. "Nova, you idiot! Do that again, and I'll kill you!"

"Sorry!" Nova apologized before he charged at the Merc with the mouth, only to be kicked in the face by him and lost consciousness.

Deadpool laughed. "Oh my god! No wonder they call you buckethead! That should be your superhero name, bucket for brains!"

* * *

Spider-Man jumped behind him and grabbed him by the back, and did a tiger suplex to DP.

 **(BGM: theme from WCW Saturday Night)**

Black Widow pulled Spidey behind a vent, and said to him, "Spider-Man, I got a needle that'll temporarily shut down his healing factor."

Spider-Man was now bugg-eyed, and then raised his eye, "What, what?" he asked.

"A needle that shuts down his healing factor for a limited amount of time." Widow replied and smiled at the wall crawler. "Just enough to beat him."

"Okay then, I have a plan." Spidey said as he whispered to her in the ear.

Deadpool saw them talking, and widened his eyes. "Whoa! I wonder what they're doing? Are they having a dirty conversation or somethin'? If so, then I'm feeling the 'Spider Love' vibe in the air! Or if they're doing that sexy thing on occasions like this one." Deadpool yapped his mouth off, then got webbed in the face by Spider-Man, which caused him to shriek like a little girl before Spidey webbed his feet together to cause the merc with a mouth to fall flat on his face. Then he webbed up his entire body to make sure that he did not escape.

"Okay, I didn't see that commin'" Deadpool said in a complaining manner.

"Dude, I thought I was annoying before, but I was wrong. You are much more annoying than..." Spidey was interrupted by a fuming Deadpool as he used his swords to cut his way out of the webbing, staring daggers at Spidey. "...me."

"Alright, Spider-Turd! You're in deep shit now!" Deadpool growled.

"Uh, oh!" Spider-Man exclaimed as Deadpool charged towards him to kill the web-head. Widow needed Spidey to by her some time, while she readied the needle.

Spidey quickly dodged Deadpool's sword attacks several times until the Merc with the mouth kicked him below the belt and the edge of his sword on Spidey's chest. Deadpool then started laughing like a psychopathic maniac. "I told you you were in deep shit, Spidey! Now all I have to do is flush you down the toilet!" before he started heavily breathing.

"Ah, gross!" Spider-Man said. "Have you been reading a book of mentally deranged serial killer cliches? Because, if you have, then you're CREEPING ME THE HELL OUT RIGHT NOW!" he yelled.

"Oh, Spidey! I like it when you talk dirty to me!" Deadpool's obsessive response made the Wall-Crawler groan in disgust.

"See what I mean!

Deadpool chuckles, "Of course, I do. I'm an anti-hero! An awesome anti-hero! I helped save lives and the world, but in my own way."

"By stabbing and killing people!?" Spider-Man yelled questioningly.

"Yup! But, only if the money is good."

"I've said this before, I'll say it again." Spidey recalled correctly. "You're NOT a hero! You're a MERCENARY!"

"Dude, shut. UP!" Deadpool slash at Spidey again, but now had him cornered to the edge of the rooftop. "Anyways, any last words before you die?"

"Yeah, her words!" Spidey said as Black Widow grabbed Deadpool from behind and held out the needle.

"Deadpool, shut. Up!" the super spy stabbed the Merc with the mouth with said needle and that caused him to drop his swords.

(BGM Ends)

"Ouchie, that smarts!" Deadpool whined.

"That's the idea, Wade." Widow quipped.

"Wait. What?"

"The formula that temporarily removes your healing factor for 24 hours. By that time, you'll be in S.H.I.E.L.D. custody." she informed.

"So, you're saying that I won't heal after getting my ass kicked, shot stabbed or blown to smithereens?" Deadpool asked.

"Absolutely." Black Widow picked him up and added, "But instead, you'll get put to sleep." she answered with a smirk as she balled his hand in fist.

"Okay then. Do you have a thing for each other?" Deadpool asked before getting knocked out by Spidey and Widow with a double punch to his face.

"Dude, that's none of your damn business!" Spider-Man yelled before he and Natasha returned their attention to each other.

"Get your friends so we can turn this asshole in." Widow ordered. "He's caused us enough trouble for just one day."

"Tell me about it. He's been a pain in my wall-crawling, web-spinning..."

"Just hush and do what I said."

"Or you'll kick my..." Spidey paused when Widow put her finger on his lips.

"No, I'll persuade you." Widow removed her finger from his lips, grabbed the outcold Deadpool and took him away.

In her thoughts, Natasha commented "Okay, why am I feeling like I'm flirting with him? He's just a kid. Probably 17 or 18 years old. But, somehow I'm feeling like I fell in love with him."

In Peter's thoughts, "Can you believe that? Because I can't. Fury didn't tell me she was a flirt! I mean, look at the way she put her finger on my lips. Looks like it's gonna be a long month before Aunt May comes back from her trip. There's no telling to where the Black Widow and I will go from there."

* * *

Elsewhere, Quinton Beck was watching the arrest on the news. _"As if the city had enough with our own masked menace Spider-Man, this guy who calls himself Deadpool is even worse than that wall-crawler!"_ J. Jonah Jameson said. _"I hear now that S.H.I.E.L.D. has Deadpool and the Sinister 6 locked up for questioning on why they were sent after the web-head. If you ask me, HE probably put them up to this as a stunt!"_

"Ugh! I can't believe that Deadpool and the Sinister 6 have failed." Beck replied.

"What now boss?" asked Harvey.

"Contact Yelena Belova." Beck said. "And tell her to try and get Spider-Man and Romanoff out of the way."

"Right away, Mr. Beck." Harvey went over to the phone.

* * *

Later that night, Peter went back home after a long day of being a superhero.

"Man, that Deadpool is really getting under my skin." He said. "Not only is he obsessed with with killing me, but he's out of that whacky mind of his! No, I take that back, he has crazy town banana pants written all over him!"

Peter continued as he went upstairs to his room "I don't know how long he'll be held by S.H.I.E.L.D. But if he escapes from them, I'll be having eyes in the back of my head and my spider sense will alert me when that day comes."

All of a sudden, his head started to detect something "Speaking of which, my spider sense is tingling right now. Now what's going on? Could it be..."

Peter opened the door and Natasha appeared completely naked for head to toe, unknowingly exposed her body to him. After a really awkward stare down, they both started screaming before they turned from each other. They turned around with Peter covering his eyes and Natasha covering her naked body. "Nat, what are you doing in my room naked?!"

"Me?! What were you thinking barging in without knocking first?!" Natasha replied with a question of her own while she quickly grabbed her robe and put it on.

"How should I know?! I didn't even know that you were back!" Peter flopped roughly.

"Peter, you can open your eyes now. I've got my robe on." Peter turned around and sighed in relief.

"Widow, I'm sorry for barging in without..." Peter was interrupted by Natasha putting her hand on his shoulder.

"It's okay Pete. Really." Natasha replied apologetically. "Just knock on the door next time, okay?"

"Yeah, sure. But Widow, how come you didn't react in a negative way? Usually most women would be mad or angry when some men do perverted things."

"Normally I would have. But, as long as your old enemies are popping back on the scene, plotting something, we're gonna have to be on the same page." Natasha pointed out. "I told Fury and the rest of the Avengers that I'll be staying put with you until then." She then, put her hands behind his shoulders and said, "Who knows what kind of fun we'll be having."

"Well, um, I was afraid you would say that, I guess." Peter rubbed the back of his neck nervously.

"What? Are you shy or something?" Natasha asked.

Peter tried to be blunt and to the point and answered hesitantly, "Huh? Me? No."

"Of course." Natasha said sarcastically and raised her eyebrow.

"Okay, I was a little bit." Peter admitted. "But if I was shy, then why did I accidentally look at you naked?"

Natasha started blushing a little bit.

Peter realized that he needed to leave her alone, and he said, "Okay, sorry. I'll just go downstairs and watch a little TV for a bit while you um...Yeah." Peter stepped out of his room and closed the door gently before he and Natasha got into their thoughts, "I think I have a crush on him/her"

* * *

Later, at Midnight, both Peter and Natasha in their pajamas laid down in Peter's bed, staring at the ceiling.

"Um, Nat."

"Yes."

"How come you didn't want to sleep in the guest room?"

"I would have, but I'd rather sleep in here than the guest room or your aunt's room. I mean, it's not like I'm sleeping with you in a sexual way." Natasha stated making Peter blush.

"I don't mean to be rude or disrespectful, but can we not talk about sex?" Peter felt embarrassed by what was said. "You're just a guest here. Probably until Aunt May comes home from her vacation. Besides, that'd be really awkward."

Natasha sighed and said, "You're right, we might as well take it slow."

"Thank you, Nat. Goodnight." Peter went fast asleep.

Natasha kissed Peter on the cheek, and said, "Goodnight, Pete." before she laid her head on the pillow and closed her eyes.

After sensing a spark between them, Peter and Natasha got up and started French kissing each other for 10 seconds before they said, "Goodnight." to each other and went to sleep.

To Be Continued...

* * *

Well, that's all for chapter 2. I hope you enjoyed it as much as I did. Sorry I took so long. Had writers block, but, I also needed to hold on till the last minute.

Stay tuned for Chapter 3: HYDRA Infiltration at Midtown!

 **I would like to dedicate this chapter and the whole story to the memory of a late great friend of mine, Christina Myers and her dog Voodoo. She passed away from a blood clot last month, and there was nothing that the doctor's could do. I took it hard, but I am not gonna let this stop me!**

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	3. HYDRA Infiltration At Midtown!

Hi everyone. I'm here for Chapter 3. In this chapter: Natasha disguises herself as Natalie Rushman, and becomes the substitute teacher at Midtown High. Peter knows it's her, but he suddenly gets distracted by a transfer student who turns out to be Yelena Belova (the blonde Black Widow from the comics) and Grant Ward. Can Natasha save our wall-crawling friend? Find out next! Also, I'm using Quinton Beck's villain name which all of you know as Mysterio. Now, enough idle chitter-chatter-goss-tatter-jibber-talk. Let's get this chapter underway!

* * *

Disclaimer: Same as before.

* * *

Chapter 3: HYDRA Infiltration At Midtown!

Quinton Beck was on the phone with someone who he thinks can take Spider-Man down.

"Is Yelena Belova there?" he asked.

"Yes, zhis is her speaking." a female voice said in Russian. "Who are you?"

"I'm Quinton Beck. I have a job for you and Grant Ward to do."

"What is it?" Yelena asked over the phone.

"It involves this individual by name of Spider-Man and the one whose helping him out. Natasha Romanoff." Beck replied.

Yelena bit her lip and grabbed a glass object, only to slam it on the ground of the room she was in. "I'll be there right avay. And, Mr. Ward shall assist me as well."

"Excellent." Beck said. "Another thing, my code name is...Mysterio."

"Very well, Mysterio." Yelena said as she got off the phone.

* * *

Spider-Man was swinging by trying to get to school. While this was happening, he said, "Well, so far nothing has happened. It's a very peaceful morning in the Big Apple, and not a villainous worm in sight." he landed on a rooftop and began to run across. "Okay, it' wasn't hilarious. Anyway, I just woke up and found out that Natasha Romanoff A.K.A. The Black Widow woke up, disappeared and left me a text that said "Fury contacted me and informed me that something came up. I'll talk to you later. Smooches!"Smooches? Jeez, I have no idea that last night's kiss was something so mind-blowing and breath-taking at the same time. We agreed to take it slow but I think that we went a little too quick on that one. Besides, I haven't kiss a girl since um, forever. Especially Mary Jane Watson. Anyway, I gotta get to school since there's no criminal activity going OOOOOONNNNNN!"

The wall crawler was interrupted by a gunshot to his webbing to his webbing and fell on top of the building. "Hey, what gives?" Spidey demanded, and then he got kicked in the back of his head which caused him to fall down and yelled "Ouch! Hey, what the...?"

"I give, Spider-Man! And I have more than that to give you." said a woman's voice, it sounded Russian. Spidey looked up and saw a blonde woman in a black leather outfit that showed her abdomen as well as her bust. Spidey felt his heartbeat going rapid like a kangaroo gone mad, or a sack of potatoes on roller-skates.

"Excuse me, blondie, as hot and beautiful as you look right now, who are you!?" Spider-Man said in a fit of shock and confusion.

"Yelena Belova, at your service." the blonde Russian said.

"Nice introduction and all but..."

"Silence!" Yelena backslapped Spidey in the face before she continued. "And, I am also the real Black Widow."

Spider-Man started making various twitching noises. "Th-The _REAL_ Black Widow?!"

"Poluchit' yego!" Yelena ordered her lackeys to attack the web-slinger in Russian.

"Look, I don't speak Russian, but I'm betting that you just said "get him!", as in that you're coming after me too? Wow! Now isn't that something." Spidey said as he trip the minions to the hardness of the rooftop. "Anyway, you can't be the Black Widow! Natasha Romanoff is!"

"Bah, that bitch doesn't deserve to be the Black Widow! I do!" Yelena said as she shot her guns at our hero, denoting a fact that she hated her.

"Okay, so what's your problem with Natasha?" Spider-Man asked because he did not know about this. "Do I sense a hint of jealousy and envy in you?" He quipped again. "Because, if you are, then you're like a Blonde haired, Russian green-eyed monster! Y'know, the one with a pretty face, and an ugly personality?"

"Silence, you arachnid moron!" Yelena shouted. "She betrayed Mother Russia, moved to this pathetic country and disgraced the Black Widow name! Only I can be the true Black Widow in this lifetime, not that bitch Natasha Romanoff!" She shot at the web-head again, but he dodged every shot.

"You got some serious issues and insecurities, you know that?!" Spidey said as he came lunging at her again. "Whoa!" Spider-Man said as he got flipped by her over to a wall. "You got some skills, I'll give you that." Yelena pointed one of her guns at him

"Thanks, but save your compliments of me to yourself, you stupid American!" Spidey shot a web in here eyes, and got back up.

"Hey now! Do you kiss the Russian tyrant with that mouth? No offense." Spidey ran at her and was tripped up by her yet again.

"Surrender while you still can!" Yelena said, but then a voice on her comm-link said

 _"Alright,, Yelena, stop! Let him 's enough. Our time is of the essence."_

"We'll meet again, Spider-Man! It is fortunate for you that I must depart. Give that bitch Natasha my regards." Yelena hissed at the Wall-Crawler before she pulled the smoke pellet from the back of her pocket, slammed it on to the ground and disappeared in a pile of smoke, causing Spider-Man to cough violently.

"Dammit! She's gone!" Spidey said as he complained. "It's bad enough I have to deal with someone claiming to be the real Black Widow." He began to put two and two together. "I gotta find Natasha and warn her about this Yelena Belova."

* * *

Quinton Beck, now calling himself 'Mysterio' was watching via the his spy-drone. But now, we see a man with a insect themed armor. And his face had short dark hair in a mullet, and his eyes were golden.

"Mysterio, The Spider Slayer has arrived for you." Harvey said.

"Ah, Alistair Smythe, glad you could make it." Mysterio said.

"Always a pleasure, Mysterio." Alistair said. "No doubt whatever is in the pod S.H.I.E.L.D. has in custody could benefit my cause to save my father."

"Indeed, Smythe." Beck showed him around and noticed that the pod had been in the custody of Phil Coulson.

"So, that Coulson man has the pod, eh?" Smythe said as he saw the screen.

"Yes, do you know anything about it?"

"Indeed I do." Smythe said.

 **(A/N: Sorry, I have to stop Smythe's explanation right there, until the time is right! No spoilers!)**

* * *

Later that day, Peter was in a rush to get to his locker.

"Ohmygodohmygodohmygodohmygod! I can't afford to be late!" Peter said as he ran across the hallways of Midtown High School. "Excuse me!" "Pardon me!" "Coming through!" "Sorry!", were the various phrases he said as he ran over to his locker.

He felt such relief and said, "Yes! Made it to my locker!"

He unknowingly heard footsteps approaching, "Excuse me, young man, but you shouldn't be running in the hallways." said a sultry woman voice.

"Oh. Sorry about that. I was...N-N-Nat?!" Peter was shocked to see Natasha in a really hot looking disguise. She was in a blue blouse, black mini skirt, red heels and work glasses, her hair was in a bun and her...assets were showing, That sort of thing had Peter all tongue-tied.

"Boo!" she said.

"Nat, is that you?" he asked.

Natasha kissed Peter on the lips, while no one was looking. "In the flesh." she replied.

"Yeah, I see you got on a very a very sexy disguise." he commented. "Don't cha think you might attract some attention from everyone here in Midtown High?" Peter inquired.

"Let me worry about my outfit, okay?" Natasha stated. "I'm comfortable with the way I look."

"Fair enough. Anyway, what are you doing here?"

"I'm undercover. Fury informed me that HYDRA has hired someone to infiltrate this school and come looking for you. So he sent me here to disguise myself as a substitute teacher to look after you and find out who they sent." Natasha said.

"I see." Peter was impressed. "And, you won't believe who I ran into on my way to school."

"Who?" Natasha asked wanting to know.

"A crazy blonde Russian who goes by the name Yelena Belova."

"What?!" Nat said feeling all bug-eyed.

"Yeah. She tried to kill me this morning, claiming that she's the _Real_ Black Widow. Probably out of jealousy." Peter said.

"Oh god." Her face feeling shocked even more.

"I take it that you have some kind of history with her?" our web-spinning wonder inquired.

"Of course I do!" Nat said. "She was trained in the Red Room like me. She's dangerous, Peter. She can be..." Natasha paused when she noticed that Peter was staring at her bosom. She placed her finger on his chin, lifted his head up and said, "Ahem! My eyes are up here Pete. So, pay attention.

"Sorry, I got distracted by your cleavage." Peter replied, blushing bright red feeling embarrassed.

"As I was saying, she can be anywhere posing as one of your classmates here, or anyone else for that matter." Natasha warned.

"Then, I'll need my Spider Sense to warn me whenever I cross paths with her." Peter said feeling like he was about to undertake a dangerous job.

"You'll have to, Pete." Natasha said whispering. "Inform the others about her. I'll do the same with Coulson. But until then..." Natasha kissed Peter again before turning around and walked away saying "Byt' predel'no ostorozhnymi."

"Excuse me, Nat. But what does that mean?" Peter asked.

"It means, 'Be extremely careful'." Natasha said.

"Okay, well I'm off to class. You do the same, Nat." Peter said as he walked over and slipped right on the floor. He accidentally bumped into a janitor with a brown hat.

"Hey, watch it kid!" The janitor said in a harsh tone. "Just get out of my way, I've got floors to mop here."

"Sorry! I'm in a bit of a rush for class." Peter said when he got up and ran over to his classroom. Little did he know that the janitor was someone else in disguise.

"Oh, you're in a rush alright, Spider-Man." He said chuckling evilly. "A rush towards your destruction." he said as he were. "Mysterio, I'm in the school, and I had to disguise myself as a janitor."

 _"Well done, Ward. Mr. Smythe is impressed."_ Mysterio said over the communicator.

* * *

Peter went to class, he sees a guy with brown hair in a fancy clothing and with him was a girl with long red hair and green eyes. The guy was Peter's best friend: Harry Osborn, the son of his nemesis: Norman Osborn/Goblin and the girl was Mary Jane Watson. These two stuck with him after his Uncle Ben died.

"Oh, hey Harry, Hey Mary Jane." Peter said as he greeted them both.

"Hey Peter. It's a good thing you're here on time." Mary Jane said.

"Yeah, good thing." Harry said. "Because, we got an exchange student coming today. Angela. She's from Russia and she's a total babe."

Mary Jane jabbed Harry in the ribs. "Harry!" she complained.

"Dude, was that really necessary?" Peter added to M.J.'s complaint. "Girls from Russia wear traditional school clothes like they go to prep school."

"I know Pete, but you gotta see her when comes in." Harry continued with his hormone's talking.

"Okay Harry." Peter said. "But, next time, try not saying that in front of M.J., okay? I don't want her to feel jealous."

"Sorry, M.J., I couldn't help myself." Harry said apologetically.

"You'd better." Mary Jane said with a smirk. "Otherwise, I'll help you get your but kicked by a bunch of angry New York girls."

"Okay, take it easy!" Harry said feeling frantic about what Mary Jane would do.

"You'll have to excuse me guys." Peter said. "I gotta take my seat."

"Yeah, sure." M J said as she went over to her class.

"We'll see you after class Pete." Harry said as he went to his seat. As this happened, we see a little boy with long black hair, a red sweater-like jacket, jeans, and white and red sneakers. this was the seventh smartest guy on the planet Amadeus Cho/Iron Spider. He was always Peter's rival, but their friends now.

"Amadeus Cho, what's up, man?" Peter asked.

"Right back at cha because I've been trying to find you 30 minutes ago." Amadeus said. But, he was holding some kind of nap-sack.

"What's that?"

"Coulson told me to tell you that S.H.I.E.L.D. has been upgrade your costume even more." Amadeus replied to Peter's question.

"Into their version of it? Tell them no thanks." Peter said foully.

"No, I'm telling you that they upgraded it to make it more like you." Amadeus shot back in a kind manner. "And, they came up with features of it when you go on missions and adventures. Cool huh?"

"Only when I see it for myself." Peter replied, folding his arms.

"Fine with me." Amadeus said as he got into his seat. "Hello students." a voice said. "I'm your Substitute Teacher: Ms. Rushman. Please be seated, and allow me to welcome our transfer student." Natasha said while in disguise.

The transfer student was wearing a standard Russian school uniform. "Hello all of you. I'm Angela. I just transferred from Moscow, and I am looking forward to learning about your culture here in America."

Peter paused and began to stare at her when she walked by him, she winked at him. "Hmm, your rather handsome." she said, causing Peter to fall out of his desk.

"Mr. Parker, please get off the floor and back in your seat." Ms. Rushman said sternly though everyone of the students chuckled at how Peter fell, while some did not.

Natasha turned her head in disgust, while in her thoughts, "No doubt in my mind that has to be Yelena. I know I don't normally do this, but I thought I'd give it a shot. I did that yesterday, so, why not today. Also, I always thought that Spider-Man was nuts, looks like I was wrong. But, can you believe the nerve she has, hitting on him like that!? Okay, who am I talking to?"

* * *

In The Cafeteria, Peter got his lunch and walked over to one of the tables was. And, in his thoughts, "So far no sign of Yelena Belova, but I still have to watch my back. Natasha warned me that she's the master or should I say, mistress of disguise. I just hope that she doesn't disguise herself as the beautiful Angela, even though she can be a distraction by the way she flirted with me. Speaking of which, all of the flirting Natasha Romanoff did to me yesterday and this morning, if we agreed to take it slow, then why are we starting to become attracted to one another? I mean look at her, she's a hot spy slash superheroine member of the Avengers who's also an expert on espionage and all that jazz and she takes that one seriously. And me? I'm just a teenage wall-crawling, web-slinging, wisecracking who's taking a serious responsibility for what he does. When we first met when I was offered to join the Avengers, she was rarely impressed. The second time, I teamed up with the Avengers against Ultron, even though Captain America quit, but she never changed and became annoyed by my antics. The third time while we were participating in the Contest Of Champions over the fate of the world, including my Aunt May, Black Widow and I put our differences aside and we started to have a better understanding with one another."

"Yo, Pete! We're over here!" Luke called over to him. Ava, Danny and Sam were with him too.

"Hey guys." Peter said as he sat down. "What's up? I'm glad to see you all here."

"Why? Is there something you want to tell us?" Ava asked.

"Yeah, cause I got news that's just as bad as Wolverine's lack of hygiene." Peter said as Sam laughed a little bit.

"Well, out with it Pete." Ava said. "We haven't got all day."

"Okay, okay!" Peter said as tried to break the news to his friends. "Alright, look. One of HYDRA's agents is currently infiltrating the school as we speak."

"WHAT!?" they collectively said.

"Oh, there's more." Peter added. "After I informed Black Widow about my run in with her arch enemy, Yelena Belova, she warned me that she could be disguising herself as anyone, waiting for the right moment to..." Peter stoped before he turned to the left and saw Angela sitting next to him.

"Hey, Peter." she said. "Why do you look so surprised, darling."

"Oh, that's nothing." Peter said sheepishly. "I was just talking to my friends."

"Friends?" Angela asked, and saw them in front of her. "Oh, I see. Especially when the one with Black hair is staring right below my beautiful eyes."

Sam licked his hand and moved his hair slick back before he spoke. "Like your smile?"

"Eh, yeah." Angela said nervously.

"Real smooth, Sam." Ava said sarcastically.

"Pleas, pardon my awkwardness, Ms..."

"My name is Angela. A Russian exchange student."

"Nice. My name is Sam."

"Daniel."

"Luke."

"Ava."

"Charmed." Angela said.

"Wow. That didn't take long for you guys to introduce yourselves to her." Peter muttered to himself.

"So, do you mind tellin' us what you're here for?" Luke asked.

"Are you kidding?" Angela asked. "I came here to visit New York City because I heard a lot of great things about zhis town, despite how rude some New Yorker's really are."

"Well, that's NYC for ya." Luke reassured. "But, don't worry, you'll get used to it for a while. I mean not a lot of New Yorker's are rude, loud and miserable."

"Well, tell that to the annoying, cranky old man with the Hitler mustache on the big screen in Times Square who yelled and shouted like Viagra failed to cure his downright stupidity!" Angela joked.

Everybody laughed until, Peter felt somebody groping his rear end. "Hey! Who pinched my butt!?" he said.

"Hey, don't look at me!" Ava shot back. "I'm sitting across the table from you!"

"Angela, don't take this the wrong way, but was that...?" Peter inquired.

"Nope, it vas not me." Angela replied.

"Of course not. It was me." Everyone turned their attention to someone sitting by Peter on the right revealing to be Natasha Romanoff, in her disguise. Everybody appeared shocked while Angela appeared to frown with hate towards her.

"Nat, what are you doing here?" Peter whispered shockingly.

"I thought I'd join this conversation while sitting next to you." Nat said as she moved closer to him.

"Well, judging by the outfit you're wearing, and your cleavage is showing out, I bet..." Sam said but Ava slapped him upside the head. "Ow!"

"Shut up, Sam!" Ava said feeling infuriated. "God, you're such a pervert!"

"Well, excuse me Ava." Sam retorted. "I was indicating that Peter Parker is starting to become a lady killer slash chick magnet."

"Yeah? Well, you try to get sandwiched by two beautiful women beside me" Peter complained.

"Thank god I don't watch teen drama or reality shows anymore." Luke stated.

"Me neither, Luke." Danny seconded that emotion.

"Excuse me, but who are you?" Angela asked.

"Natalie Rushman, today's substitute teacher."

"I'm Angela, exchange student from Moscow." Angela replied.

"It's nice to meet you, Angela." Nat replied.

"Not quite, because you reminded me of somebody I met before in zhe past."

"My thoughts exactly." Nat replied. "So, you must be the type of girl who dresses up like a slut."

"Yeah? Vell, you're just and old hag who dressed like a stripper in a suit with a very short skirt and vears her buttoned shirt with her cleavage showing." Angela insulted.

"Who are you calling an old hag?" Natalie countered. "You're jealous that I get all the guys who will bow down and worship me like the goddess that I am and you're just a naive little girl who is all scatterbrained."

The four students were all 'ooh' and Luke broke the silence, "Damn! Them fightin' words!" he said.

"Verbal arts of combat." Danny added.

"Heh, and here I thought Amadeus Cho talked too much in big words." Sam said jokingly.

"I'm not naive and I am not scatterbrained!" Angela said viciously. "You're just stupid and delusional!"

"Like hell I am!" Natalie said, "You dress so much like a whore, you make every mean girl at this school look like stupid whores."

"Language, Ms. Rushman!" Sam said to the two ladies. They turned their head toward him with anger in their eyes.

"SHUT UP SAM!" they said in unison.

"Okay, that's enough!" Peter yelled. "I don't know why you two are acting like this, but this has to stop!"

"You're right, Peter." Angela said apologetically. "It's not worth wasting my time and energy, arguing with zhe likes of her anyway. I have to go now. Can we meet after school so ve could valk around Queens?"

"Yeah, why not?" Peter answered.

"Great! Uvidimsya!"

"Let me guess, 'See you later'?" Peter wondered.

"Da. Angela left, but then Peter felt frustrated by what had just happened.

"Nat, what the hell were you thinking, arguing with Angela in front of everyone?!" he ranted. "Are you trying to embarrass me?!"

"What was that?!" Natasha questioned.

"Hey, don't act like that!" Peter shot back. "You're a professional spy working for S.H.I.E.L.D. and yet you were being unprofessional by doing what you did in public!"

"That's Yelena Belova posing as a Russian exchange student! Didn't you notice that?!" Natasha inquired.

"Well, she doesn't look like Yelena to me." Peter said calming down. "Even if she does, my spider sense would've alarmed me."

"Just don't meet up with her after school until we come up with a plan. It's too dangerous for you to..." Natasha said but Peter cut her off.

"You know what? Just forget it!" Peter said. "She's not Yelena Belova, okay? We'll deal with her eventually, but as far as Angela is concerned, just butt out of this!"

A very angry Natasha slapped Peter in the face really hard. "You idiot! No wonder you always learn the hard way." Natasha picked up her tray and walked away, leaving Peter stunned.

The other students in the cafeteria all looked at this in shock. Even Mary Jane and Harry were puzzled by this, but then a young man about Harry and MJ's age went to sit next to them. "Damn, what a rotten way to act." said the boy. He had blonde hair and brown eyes. "I have never seen anything like that before in the last few weeks."

"Uh, excuse us, who are you?" Harry asked. "I'm Harry Osborn, and this is Mary Jane Watson."

"Hey there." MJ said.

"I'm Bobby." he replied shaking both their hands. "Bobby Drake. I'm from Long Island."

"Oh, did you see the way Zack Ryder got ripped off by The Miz?" MJ asked.

"Yeah, there needs to be a rematch at Payback." Bobby added.

* * *

Black Widow saw Peter walking over to his house, with . He did not know what was really going on. She also saw Angela (Yelena in disguise) with him, she began to grit her teeth and little did she know what was happening.

"Oh, Peter, that was the best walk around Queens I've ever been on, da." Angela (Yelena) said.

"Unbelievable!" she said slapping herself in the forehead. "Why the hell didn't he listen to me? I should have found a way to _GET_ him to listen!" Then she has the flashback.

FLASHBACK...

 _Nick Fury was in his office at the S.H.I.E.L.D. Tricarrier, and he approached Black Widow about something she needed to know._

 _"Natasha, there's something you need to know." Nick said._

 _"What is it, boss?" Natasha asked._

 _"Read the file." Fury showed a file with the picture of Yelena Belova. "That young lady want's to replace you as the Black Widow."  
_

 _Natasha read the file, and it had information on Yelena Belova. Nat was blown away by her M.O.._

 _"She's trained in the Red Room Academy of Espionage. Just like me." she had a worried look on her face._

 _"They trained and tested her after you defected to the United States." Fury briefed. "Her goal and obsession is to take you out and replace you as the Black Widow after believing that you are a traitor to the Soviet Union."_

 _"But, she's still young. And possibly reckless." Natasha said as she felt a jitter run up her spine and down._

 _"That's what made her so dangerous. So take extreme caution when you cross paths with her."_

 _In the warehouse, somewhere on the wharf, Natasha went on a look-around, to find the one who wants to replace her. She stood ready for anything, but then Yelena appeared behind her with a 9mm handgun pointed at the back of her head._

 _"I was expecting you, Rooskaya." Natasha said as she pointed her gauntlets at the blonde._

 _"Good. Because, you know vhat must happen." Yelena said venomously. "You had a good run, Natasha, but your time as zhe Black Vidow is officially over, the moment I take your life, because you don't deserve to live."  
_

 _"Why is it always the younger ones" Natasha complained. "Kids like you always try to be better than the ones before them. That type of shit gets on my nerves."_

 _"Oh, fuck off, will you?!" Yelena shot back. "I may lack your experience, but I am equal to you in so many ways! But not for long!"  
_

 _"If you think that you're going to be superior to me, Rooskaya, then you've got another thing coming."  
_

 _"Shut up bitch! You turned your back on Mother Russia to live in America! You stole the Black Widow name from my country! You were a legend ahead of your time! But, your legacy...will soon be replaced be mine...and I will be the greatest Black Widow of all time." Yelena boasted venomously.  
_

 _"I really hate to break it to you, but you still have a long, long, long way to go, Rooskaya."_

 _Yelena lost her composure and pulled the trigger. Natasha managed to duck before the bullet fired out of the barrel of the gun and punched her in the abdomen. They both got into a back and forth fight, until Yelena caught Natasha off guard from behind, pulled out a knife and placed the edge of the blade by her throat._

 _"Told you so." Yelena taunted.  
_

 _"Not quite."Natasha responded by elbowing her in the abdomen, twisting her body away from that position, removed the knife from her hand and put her in the flipping cross armbar.  
_

 _Yelena struggled to get out of the hold, but Natasha held on. Then she grabbed the knife from the floor and sliced Natasha on the shin which caused her to scream in pain and released Yelena from the hold. They pulled out the handgun and aimed at each other.  
_

 _"You put up a good fight. I'll give you that." Natasha complemented her.  
_

 _"Too bad you didn't." Yelena pulled the trigger and fired the handgun at her. Natasha ducked and shot her in the right arm, which caused her to drop her gun and scream in pain.  
_

 _"It's over Rooskaya" Natasha taunted. "Give up your ambition and go home. You don't want this on your guilty conscience."  
_

 _"Poshel na khyu, ya budu imet' moyu mest'" Yelena hissed in Russian before she retreated from her while Natasha frowned worryingly.  
_

 _"Bozhe Moi." Nat muttered._

END FLASHBACK...

"Peter, could you hold still for a second?" Angela asked.

"Sure." Peter said, as Angela leaned and kissed him on the lips, causing him to be all wide-eyed, making Natasha even more angry. But, then Peter fell asleep, which turned Nat's expression from anger to shock.

Angela laughed evilly, and turned off a holographic mask. She took it off and it revealed her true face as Yelena Belova. "Stupid America. Always falling to zhe plague of Lust. I alvays found it to ze greatest of ze seven deadly sins."

"YELENA!" Natasha shouted as she ran towards her

"You again, bitch!?" Yelena said while Natasha pinned her to the ground. "I thought that my plan to cause friction between you and zhat stupid wall-crawling nitwit would work."

"You planned this all along?!" Natasha yelled. "I knew it! Who put you up to this? DEADPOOL?"

'Zhat merc with a mouth?" Belova wondered. "No, he didn't hire us."

"Us?!" Natasha said, then got blindsided by Grant Ward, being rendered unconscious.

"Excellent work, Yelena." Grant said as he helped her up.

"Anything for you, Grant." Yelena replied as she allowed him to put his arm around her.

But little did they know, a mysterious woman in blue and white gear with a blue white and magenta mask with long brown hair was watching them. "Oh no." she said sounding worried. "I must warn Clay. And if the time comes, Spider-Man could be a major ally to the X-Men."

* * *

Some time later, Spider-Man began to stir and woke up tied to a chair, and Black Widow was behind him.

"What happened?" Spidey asked. He looked up to see Grant Ward.

"I happened...Spider-Man!" Ward said. as he zoomed his head. "I'm Grant Ward, HYDRA splinter cell."

"I know who you are, Ward!" Spider-Man said. "Where's Natasha!?" he demanded.

"She's behind you, Bug." Ward pointed his finger and showed that Natasha was tied up behind him. "I have you both incapacitated. Yelena and I were in league, and we managed to get the drop on you."

Spidey struggled to try and break free. "Keep struggling if you like. It wont' do you any good." Ward said as he walked over to Yelena, and put his arm around her.

"So, you were behind this all to cause friction between me and Widow?" Spidey ranted.

"Exactly!" Belova said as she walked in. "Looks like you are not as gullible as everyone thinks, you American shit!" Yelena said as she kicked the web-head right in the ribs.

"What are doing all this for, Yelena?!" Natasha barked. "It's me you want! Leave him out of this!"

"In this order: I caused all this as my act of revenge for vhat you did to me, the last time ve met." Yelena said. "And also, vhy should I leave Spider-Man out of this? He stepped in and got caught in my line of fire. I leave NO survivors?"

"So, what are you gonna do while we're incapacitated?" asked Spidey.

"Oh, not much, just gonna set of HYDRA's newest weapon: The Big Bang Cannon, and destroy every inch of Manhattan!" Grant said with a venomously devious smirk on his face. "And, this time, revenge will be ours. Right, Yelena?"

"Da, Grant. Da." Yelena said working her charm on him. "Now then, our employer does not want us to delay any further, let's head for downtown and dispose of that insufferable police department!"

"Ladies first." Ward said as he allowed her passage.

"You are such a gentleman." Yelena said as the two left, Grant placed his arm around the back of her waist. "Oh, boys, watch over them. Hail HYDRA!"

The fiends said in unison, "HAIL HYDRA!"

"I think I'm gonna barf." Spidey said to himself.

"Don't do that here!" Widow warned. "If you do, I'm not cleaning it up."

* * *

Yelena got onto the phone, and called Beck.

"I have some good news for you, Mr. Beck." Belova said into her phone. "We made sure that the web-headed scumball and that bitch are out of the way."

 _"Excellent work, Yelena."_ Beck said through the comm-device in his helmet. _"I knew I could rely on you and Grant."_

"By the way, we have a new weapon to use on Manhattan." Grant said as he added to what Yelena said. "The Big Bang Cannon is charged up and ready to work by your command."

"That's what you call it?" Mysterio asked. "I've heard better names from Loki, Dr. Doom and Atuma. But, whatever floats your boat, I guess."

"Hail HYDRA!" the two said in unison.

Mysterio joined along with that, "Hail HYDRA."

* * *

Meanwhile, Spider-Man and Widow were still tied up. It had been a few minutes since they were locked up.

Spidey kept on struggling, trying to get loose. "There has to be a way out of these ropes!" he grunted. "If they use that Big Bang Cannon in the Downtown area, HYDRA's gonna take a really huge bite out of the Big Apple!" he said frantically.

"Just hold still, calm down, and leave that to me." Widow said as she smiled. She got out a knife she managed to pick out of one of the HYDRA men's pockets.

One of the HYDRA agents walked over to the wall-crawler, another joined him and he asked, "Hey, vhat the bloody hell do you think your doing?"

Spidey replied, "Nothing! Just enjoying the fresh air. I think"

"Bullshit!" Heinz siad. "I do not feel any fresh air!"

"Yeah, me neither!" HYDRA #2 said. "Besides, your tricks won't work on us!" the two guards pointed their guns at him.

Spidey sighed with comical nature. "Okay, you got me fellas. I was buying time."

"Just enough for us to get loose!" Widow said as she kicked them both in the stomach and got the ropes off.

After the two got the ropes off of them, Widow knocked out the two HYDRA Agents by punching one of them in the face and the other with a roundhouse kick to the stomach and a leg sweep. Spidey grabbed a chair, threw it at two more HYDRA men and knocked them both out at the same time with a jumping spin kick to their faces.

"C'mon, let's go!" Spider-Man said as he ran along with Widow. But then, 10 more HYDRA goons came in to intercept with machine guns.

 **(A/N: You see just like the legend of the real Hydra, it was a snake. And if you cut off one of it's head's, two will grow back. Gross right?!)**

"Bohze Moi!" Nat said. "There's more of them."

"If that means Oh My God then..." Spidey and Widow in unison stated, "Let's Flip For It!" The two back flipped for about 5 times before they went on their fighting stance with Widow doing the splits. The 10 HYDRA men dropped their machine guns and ran towards the two superheroes.

"Let's take down 5 each!" Spider-Man said.

"On your left!" Widow said as she took down her first opponent.

"Hey!" Spidey shot back at her, "I don't suppose you'd prefer to be right!"

"Less talk, more action!" Nat kept fighting her way through, using her gauntlets.

"You got it!" Spidey said as he shot his webbing into their eyes, and used it to pull another to the ground and threw like a rag doll.

During the fight, both sides used martial arts with the HYDRA Agents getting the upper hand. The more Spider-Man and Black Widow fought, the more they get effected by the numbers. "Man, these guys are giving us a run for our money!" the web-head confirmed. "I mean, it's not like we're pay for their insurance."

"Got anymore bright ideas, Einstein?" Widow said as she raised her eyebrow.

"I think I do." Spidey whispered something into Black Widow's ear and she had an open smile on her face.

"Alright, ready?" Widow asked.

"Yeah!" Widow said as she wrapped her right arm around the web-head's left arm.

"GO!" they said in unison and two of the HYDRA Agents ran towards the Spiders.

"Now switch!" Spidey commanded as they turn around and roundhouse kicked both HYDRA agents in the face.

"And, Switch again!" Widow said as the two repeated four more times before Spidey called for another maneuver.

"Now on my arms!" Widow got on Spidey's arms as he swung her body around to kick three more HYDRA agents in the face, chest and abdomen each, then back flipped her kick the fourth one in the face.

"Now get low!" Widow said as the wall-crawler swung her down low so she could leg sweep six more HYDRA men until they fell down to the floor.

Spidey grabbed Widow up. "I hope I didn't rattle your brains."

"Of course not. I was a famous ballet dancer in the past." Natasha said as she revealed what she did before becoming a spy to our web-spinning wonder.

"Ballet dancer?"

"Yeah." Natasha replied with a nod.

"Well, can you mix that with your martial arts before I finish them off with the finisher I came up with at the S.H.I.E.L.D. Academy?" Spider-Man asked.

"Yeah. Now, keep your eyes on me, web-head." Natasha replied.

"I'll try." The 10 HYDRA men got back on their feet, and after that, Widow soften them up when spinning gracefully like a ballerina.

"They're all yours!"

"All right! Here it comes!" Spidey shot his webbing at the ten HYDRA men all together, swung them around until he threw them up in the air and preformed his finishing maneuver called Maximum Spider, knocking them unconscious.

"Guess that takes care of them."

"Right." Widow said as she went over to him. "But first things first." she slapped Spider-Man in the face.

"OW!" he said wincing in pain. "I take it that your still mad at me for letting Yelena cause friction between us."

Natasha bolted to his face with a look of anger in her eyes. "You're damn right you did!" she yelled. "This is all your fault! If you had heeded my warning about her being disguised as an exchange student, this wouldn't have happened!" she turned her back with her eyes shut.

Spidey sighed sadly, feeling like he was gonna cry. "You're right, Natasha. It was my fault. I'm sorry for doing that earlier. I really want to make it up to you, by taking the fight to HYDRA and get back at them. But, right now, I don't know how get over myself."

Black Widow turned back around and opened her eyes to see the web-slinger's sad face. "Well, don't start crying. I know one way." Natasha said as she pulled his mask up to uncover his mouth and kissed him on the lips. "Because, I'm coming with you and settle the score with Yelena. I'm going to make that bitch pay for what she did!" she clenched her fist.

Spidey was still somewhat awestruck. "Fair enough." he said. "But, I gotta ask, why do you keep kissing me? Are you in love with me or something?"

Natasha turned her head to him and stated, "Love is for children, Peter. I just...couldn't resist kissing you. That's all."

"I see. Let's go... Hey!" Widow pulled Spider-Man and kissed him on the cheek she just slapped.

"Now let's go!" Nat said as she ran in the direction that Ward and Belova went.

"Hey, I said that first!" Spider-Man protested.

"Uh huh. Now, come on!" Natasha said as she kept running while Spidey held her hand.

* * *

On another part of the globe, we see the base of S.H.I.E.L.D. agent Phil Coulson, and some his team: Daisy 'Skye' Johnson/Quake, Leo Fitz, Jemma Simmons, Lance Hunter and Lincoln Campbell/Sparkplug.

"How are we doing on the pod, everyone?" Phil asked.

"We still couldn't figure out what this pod is capable of." Fitz replied. "It seems that the Shocker was clever enough to cover someone else tracks."

Coulson started to think about it carefully, but Sparkplug added to the convo. "That depends on the someone else you refer to is a potential mastermind of all of this."

"You mean to tell me that the potential mastermind is someone from Spider-Man's past that neither we or him know anything about? That would put us at a slight disadvantage." Coulson said as he folded his arms. "Speaking of which, how's Spidey and Widow doing so far?" he asked.

Quake gave the report on it. "Besides the fact that Agent Romanoff is staying in his house for the time being?" she asked. This caused Lance and Mack to turn their heads towards Quake.

"Yes." Phil said.

"Well, Nat contacted us and reported that she and the wall-crawler had a miscommunication about a Russian Spy named Yelena Belova, who is hellbent on replacing Romanoff as the Black Widow." Daisy said causing Lance to drop his wrench, Melinda to trip, and Leo gasp.

"Oh dear!" Simmons said as she felt shocked. "I've heard of miscommunication on a need to know basis, but that's even worse."

"Not as worse as putting up with Agent May and her attitude." Lance said as he were. "Believe me, she gave me Hell."

"That's why she's one of the best agents S.H.I.E.L.D. has ever recruited." said Coulson as he corrected Agent Hunter. "She's dedicated to her job , and she'll always pull out all the stops to accomplish her mission."

"Even if it means butting heads with her like she did with me?" Lance asked.

Phil breathed deeply in an insufferable way. "Let's just concentrate on the pod, Lance."

Just then, Clay Quartermain contacted on the computer. "It'll have to wait Coulson." he said. "Agent Romanoff gave us a signal before she and Spider-Man had gotten captured by Belova and the rogue agent working for HYDRA: Grant Ward."

This caused Phil to clench his fists, "That bastard!" he said. "I knew it would only be a matter of time before we cross paths with him again."

"Assemble your team, Coulson." Clay said. "Contact Spidey's while you're at it. All of you are going to get in on the action this time. When you pick up Spidey and Widow, consult Director Fury."

"Yes, sir." Phil said as he shut the com-link and turned to his fellow agents. "Daisy, Fitz, Simmons and Lance get Agents May, Morse and Mack, and get the plane ready. We need to rendezvous to the location where Spidey and Widow have been captured."

"As long as May doesn't get bitchy again, we'll be fine." Lance said in a vulgar manner.

"Watch yourself, Agent Hunter." Phil warned Lance.

"Sorry, sir." Lance apologized.

"Let's move out!" Coulson said as everyone went for the plane.

"It's about damn time. I have a score to settle with that bastard-face, Ward!" Quake said as her fist started shaking vengefully.

"That makes all of us." Leo said as he agreed with Quake.

"What he said." Jemma said as she also agreed with Quake.

"Sparkplug, keep analyzing that pod." Coulson said to the Inuhman.

"On it, Coulson." Sparkplug replied as he kept looking at the pod.

* * *

Meanwhile, Beck was still watching on his drone.

"Ah, yes, so Yelena and Grant going to Manhattan to unleash the weapon called the Big Bang Cannon, brilliant!" Mysterio said.

"Excuse me, boss." Harvey said as he approached. "Where exactly are we?"

"Why, we're in Malibu, California, of course." Mysterio said as he were. "Why do you ask?"

"No reason, sir." Harvey replied. "Now, can I get you a drink sir?"

"Sure. Jin Martini, shaken not stirred." Mysterio replied.

* * *

Later Spidey and Widow kept running until they saw them get away in chopper.

"There's HYDRA! We gotta stop them!" the web-slinger said as he kept running, only to have the chopper take off from their position.

"Dammit all to Hell! We're too late!" Widow said. "They're on their way to downtown Manhattan to unleash their weapon!"

Spider-Man turned to her and said, "We need to contact The Avengers and stop them before Ward and Belova zap New York into... only Heaven knows what they'll do with it!"

"No can do, web-head."

"Why not?" Spidey asked feeling bug-eyed.

"Because Cap, Stark, Clint, Thor and Falcon are dealing with a situation in Asia while the Hulk is leading the Agents Of S.M.A.S.H. in Vista Verde." Natasha said "So, technically, we're on our own."

"Damn!" Spidey complained. "Well, at least we can still contact my team." he said as Widow put her hand on shoulder.

Nick Fury contacted them on Spidey's watch. "I agree, Spider-Man." Fury said. "But, I strongly recommend that the six of you should team up with Phil Coulson's team of S.H.I.E.L.D. Agents who have a history with Grant Wrad."

"Are they top notch?" Spidey asked.

"More than that, they're the best." Fury said. Then, Widow saw a jet flying to their position. It had the S.H.I.E.L.D. logo on it, and landed as Coulson opened the door.

"Spider-Man! Romanoff! Come inside, and my team will get you to where Belova and Ward are! We have a city to rescue!" Phil said as he extended his hand.

"C'mon, Widow." Spidey said as he brought Nat inside. The size of it was amazing.

* * *

Inside, Spidey was amazed by the members of Coulson's team. "Spider-Man and Romanoff, I would like you to meet my team." Coulson said, giving a proper introduction.

"Like my old friends Lance Hunter and his ex-wife, Bobbi Morse also known as Mockingbird who went on a mission with me and Hawkeye in Budapest one time?" Natasha asked as she recognized her old friends. "Most definitely."

Mockingbird got up and shook Natasha's hand, "It's been a long time since we went on a mission together, Natasha." Bobbi said. "How have you been?"

"Considering that I've been stuck with Spider-Man while committing my time with the Avengers, I'm doing just fine." Natasha replied to Bobbi's question. "What about you two?" Bobbi turned her head to Lance. "Oh, you know, on and off again."

Lance got up and went over to the wall-crawler, "So you must be Spider-Man." he wondered.

"Yep, in person." Spidey said feeling confident.

Lance quickly extended his hand and introduced himself. "Agent Lance Hunter. I admired your work, especially when you crawl on the walls, swinging from the webs, and do your stunts."

"I wouldn't say that, but thanks." Spidey shook Lance's hand and did the fist bump.

"Hello there, Spider-Man." Jemma said as she shook the web-head's hand as well. "It's wonderful to see you again."

"Yeah, ever since that Lizard incident at the S.H.I.E.L.D. Academy." Leo added.

"Right back at ya, Fitz and Simmons." Spidey said as did the double index finger-point gesture.

Mack went over to him next. "Agent Mackenzie, but you can call me Mack. I'm the team's mechanic."

Next was Skye, "I go by the codename Quake. I'm an Inhuman hacker who crates Earthquakes by sensing vibrations. That's what made me what I am."

"Nice to meet you two as well." Spidey said as he high-fived the two.

"Where's Agent May?" Widow asked. "I take it that she's still fuming over my victories over her in target practice and sparring matches?"

"Agent Melinda May is in the cockpit, but she'll put it on autopilot while we pinpoint HYDRA's location in Downtown Manhattan." Phil said turning his attention to the web-head. "She's rarely impressed by your heroics and antics at the same time."

"Yep, she never changes." Nat said being blunt.

"Everybody's a critic." Spider-Man joked. "Anyway, what about my team?"

"They'll arrive shortly, but right now, we have work to do." Coulson said. "Fitz and Simmons will show you the costume upgrade when you meet them in the lab. When Power Man, Iron Fist, Nova and White Tiger arrive, all of us will consult with Director Fury. Until then, everyone carry on."

Spider-Man went with Nat to a spot on the jet, where they could speak in private. "I don't know about you Black Widow, but I am determined to get back at HYDRA after pulling a charade on me today." Spidey said.

"So am I, Peter." Widow replied with a serious look in her eyes.

"Like I said before, I got us into this mess, Natasha." Spidey stated as he felt down in the dumps. "I really just want to make hings right, and get us out of this fix."

Natasha put her arms around Spidey and held him tight, then broke the silence, "Spider-Man, please stop blaming yourself for what just happened. We're going to make this right, together."

"Are you sure about that?"

"Yes." Natasha said with a smile.

They looked deeply into each others eyes before they snapped out of it and broke off their embrace.

"Uh, Widow?"

"Yeah?" she asked

"Do you wanna talk about it later?" he asked.

Widow thought about it carefully, "Yeah, that would probably be a good idea."

"Okay, I'm headed to the lab." Spidey said as he went over to where Leo and Jemma were

In their thoughts, they were like "I don't know about you, but I'm starting to have feelings for you right now." with the realization that they are strongly attached to each other.

To Be Continued...

* * *

Well, that's all for chapter 3. I hope you enjoy this even more. I even added some cameo's from Iceman and Shadowcat just for build up for the future chapters to come. Also, that reference to what has been happening in WWE, is true. Zack Ryder did win the Intercontinental Championship at WrestleMania 32, but lost it to The Miz on Raw. No doubt that there will be retribution.

Stay tuned for Chapter 4: The Hunt For Belova and Ford! Our spider heroes and thier allies from Phil Coulson's team go after Yelena and Grant before they fire the Big Bang Cannon at Downtown Manhattan. But little did they know, someone else is watching them. Who is it? Find out next time!

Also, for my friend ERo901 Tha Clean Up Man, I would like to wish you a very sensational Happy Birthday! And thank you for helping me with this story.

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	4. The Hunt For Belova And Ward!

Howdy people. I'm here to do the 4th chapter of this story. This chapter shows Spidey, Widow and the others in allying themselves with Phil Coulson's team of S.H.I.E.L.D. agents, and the lot of them all go after Grant Ward and Yelena Belova. The bunch must stop them before they fire the Big Bang Cannon and destroy Downtown Manhattan, otherwise HYDRA is going to take a massive bite out of the Big Apple. Can Spider-Man and Black Widow boost their relationship and save the city at the same time? Find out next!

* * *

Disclaimer: Same as before.

* * *

Chapter 4: The Hunt For Belova and Ward!

Inside the S.H.I.E.L.D. aircraft called Zephyr 1, Spider-Man anxiously awaited to receive an upgrade for his costume from Leo Fitz and Jemma Simmons in their laboratory.

"Alright, Fitz and Simmons, let's see what costume upgrades you got for me." Spider-Man said. "Amadeus Cho told me about it before Yelena Belova made me look like an arachnid idiot earlier."

"All of that aside, the upgrades have been downloaded into your costume." Simmons said. "I'm pretty sure you'll be pleased with what they have in store for you."

"There, now press the Spider Symbol on your chest." Leo said.

"Okay, if you say so." Spider-Man pressed the logo on his chest, and his costumed turned into some sort of black and silver armored version of it. "Wow. I'm all armored upppppp!" he fell backwards due to the armor's heavy weight.

"SPIDER-MAN!" Fitz and Simmons panicked.

"It's alright, it's just that this armor is heavy." Spider-Man grunted.

"Sorry, sorry! We sort of forgot to mention that the armor is made of steel." Leo stated.

"Yes, just enough to protect you from high-caliber weapons and very dangerous weapons while battling them." Jemma replied.

"Even if this armor slows me down, I think I'll manage." Spidey replied as he pressed the Spider logo again, and he switched from the armored version to a black and neon green outfit. "Black and green? Sweet. Well, what does it do?"

"It's the Stealth costume." Leo answered.

"Stealth? Oh, I get it now. It makes me invisible." Spidey replied.

"Precisely." Jemma replied.

"Cool!" Spidey said as if he was in awe. "I might play a prank on Doc Ock next time I see him."

"But, tread carefully, Spider-Man" Leo said as he wisely warned the web-slinger. "Dr. Octopus would take exception to that."

"Point taken, Fitz. Ock's narcissistic ego is the least of my worries." Spidey pressed the symbol for the third time, and his stealth costume turned into red and black with black lenses and six mechanical spider legs. When he saw his appearance, he briefly screamed in horror.

"Is there something wrong with that costume?" asked Jemma.

"Yeah!" Spidey said feeling traumatic. "I look like I've been turned into a horror movie villain, with a sci-fi touch!"

Leo and Jemma looked at each other. "Sorry about that design, Spider-Man. We thought you would use it as a disguise for infiltrating the evil organization from within as a double agent. "Fitz said.

"Okay, but, I'll use it as a last resort." Spidey replied.

"Fair enough." Leo said. "Now then, after the last new costume, you'll be changed into your new main costume."

Spidey pressed the symbol on his chest one more time, and his costume changed into a red and blue version of the Spider Armor. "Another Spider Armor?" he asked. "Please tell me that it's more agile than the original."

"Yes, but it's filled with tech and built for battling against the Sinister 6." Jemma said.

"Awesome! You two did a great job with this one!"

"Thank us after you change into your new main costume." Jemma giggled.

"You got it!" Spidey said as he changed into his brand new main costume for a final time. "Alright! I'm lovin' this baby! Thanks guys!"

 **(A/N: The costumes in order are classic Spider Armor, Stealth (Big Time) outfit, Superior Spider-Man version 2.0, Ends Of The Earth and the new outfit from Captain America: Civil War. ERoc901 Tha Clean Up Man came up with the idea. I hope you enjoy them!)**

"You're welcome, Spider-Man." Jemma giggled again.

"Black Widow has a new costume along with the Avengers, so we figured you would need a new one." Leo said.

"Good lookin' out guys." Spider-Man said. "It's a good thing that you're a part of Phil Coulson's team."

Phil appeared, "I'm glad that we agree Spider-Man, but we need to meet at the Passenger area so we can consult Director Fury over HYDRA, Grant Ward and Yelena Belova." he said.

Spider-Man noticed that Coulson had a look of vengeance in his eyes. "I'm betting that you want to knock Ward's teeth down his throat." he stated.

"Something like that." Phil said feeling the need to pound him to hell.

"Are you gonna take Lola with you when you do?" Jemma asked.

"Nope." Phil replied.

"Good, because if HYDRA did bad things to her, they'll be paying your insurance over the damages they would do." Spider-Man stated.

"And, I'll make sure that they will." Phil added.

"That's good enough for me." Spider-Man said.

"Besides, Power Man, Iron Fist, White Tiger and Nova have arrived." Coulson went over to the Passenger area with Leo and Jemma.

"Even better." Spidey said as he knew his friends would show up.

* * *

In the Passenger area, Spidey, Coulson, Fitz and Simmons arrived to see Black Widow, Power Man, Iron Fist, White Tiger, Nova, Mockingbird, Lance Hunter, Quake, Mack and Melinda May waiting for them.

"Boy, am I glad you guys are here." Spidey said to his friends.

"Same here, Spidey." Power Man said. "It's the least we can do right now."

"Especially after things got messy with evil, dishonorable characters like Grant Ward and Yelena Belova." Iron Fist added.

"All the more reason why we have to stop them." Spidey said stating the obvious.

White Tiger spoke up and said, "But still, you were stupid for falling for her manipulation, Web Head! She was this close from killing y..." she got interrupted by Widow.

"Enough, White Tiger!" she said sternly. "You'll only make things worse for him, trust me."

Melinda May went up and said, "Yelena Belova is not the only problem we have to deal with. Ward and HYDRA are out there raising Hell at a moments notice and we're wasting time blaming Spider-Man for falling for the charms of the dumb blonde Russian."

"Um, Agent May? Not helping." Spider-Man said.

"Good." Melinda said as she punched the web-slinger in the face.

"Ouch!" he said.

"You deserved it." Melinda said, and Natasha had a look of concern in her eyes at the web-head.

"And ouch." Lance said as he saw the whole thing.

"Everyone, take a seat. Director Fury is coming up." Coulson said as everyone took their seats with Spider-Man and Black Widow sitting next to each other.

"Nick Fury appeared on the monitor, "Fury here. I received a report about Yelena Belova forming an alliance with HYDRA because they knew about Spider-Man and Black Widow working together recently due to their connection with S.H.I.E.L.D., and particularly the history between Romanoff and Belova."

"History?" Quake asked. "What kind of history does Natasha have with Yelena?"

Natasha stated, "A few years ago, before I first met Tony Stark during the incident with Whiplash. I found out that my former superiors from the Russian Government, the ones I used carry on political related assassinations for them in the past recruited Yelena after she graduated the Red Room Academy of Espionage, and sent her after me when I defected to the United States."

"What made you want to switch to the good ol' U.S.A.?" Spider-Man asked.

"Was the Cold War a little bit too much for you to take?" Nova joked. "Even they could've called the Red Room Academy, the Red Rum Academy." he laughed, but White Tiger bopped him on the head.

"Not funny, Bucket Head!" Spidey said angrily.

"Quiet you two!" Fury said dismissively.

"I defected to the States because I took too enough lives of innocent civilians." Natasha feeling solemn. "I had too much blood on my hands and as a result of it, I have red in my ledger."

Spidey's team all gasped in shock, as did the wall-crawler. "T-That's awful." he said. "Did they make you do terrible things to people who don't deserve to die, or did you do that of your own free will?" he wondered.

"Both of them, Spidey." Nat replied.

"Well, I'm glad I didn't take the life of the guy who murdered my Uncle Ben, because..." Spidey said as he got paused by Widow.

"You wouldn't want that on your guilty conscience." she replied and the wall-crawler nodded.

"Spidey, is that why you stopped me from murdering Kraven for killing my dad?" White Tiger asked.

"Yeah." Spidey said back to his teammate. "Anyway, continue Widow."

"Right." Natasha said, and continued her explanation, "That's when I joined S.H.I.E.L.D. and the Avengers in order to clean up my messes and atone for what I've done. What inspired me to do so, because when I was a child before all of you were born, Captain America and a Canadian who called himself Logan, who we now know as Wolverine, saved my life."

"You mean _THE_ Wolverine I once switched bodies with due to Mesmero, and smells like a wet dog?" Spider-Man said.

"Yeah, that Wolverine." Natasha replied.

"I see now." Spider-Man stated. "That guys lack of hygiene once gave me clostraphobia for two weeks."

Everyone laughed about that part, Bobbi said, "Okay, jokes over guys!"

Fury went and cleared his throat, "All jokes aside, Coulson and his team can tell you their history with Grant Ward." he stated.

"It all started after the invasion in New York City, when the Avengers defeated Loki and the Chitauri. Along with Agents May, Quake before she discovered her powers, Fitz and Simmons, Ward was one of the new recruits to my team of S.H.I.E.L.D. agents. We accomplished allot of missions together, until Grant Ward was revealed to be a mole for HYDRA." Phil said to everyone.

"He tried to destroy us from within, but we stopped him and had him arrested until he resurfaced." May said as she added to Coulson's story.

"At one time, he was our friend." Leo said, and Jemma placed her hand on his shoulder. "But his motives said otherwise." she added.

"Even at one time, he was romantically attracted to me." Quake said as her face looked down.

"And me." May said as Spider-Man raised his eyebrow under the mask.

"And you blamed me for falling for Yelena's charm." Spidey said being comical.

"Watch it." Melinda warned him.

"Sorry!" Spidey said as Fury cleared his throat again.

"He manipulated everyone's trust and emotions, and used them against us to get what he wants." Agent Mack replied. "That's what made that son of a bitch so dangerous in the first place."

"Sweet Christmas!" Power Man said. "Y'all made it sound like he was the illegitimate son of the Red Skull!"

"That'd be a total nightmare for us if he is, dude." Nova said jokingly again.

"Well, consider yourselves fortunate, kids." Melinda said to the two. "Because, he's not."

"Well, that's good to know!" Spidey exclaimed.

"Except for the fact that he and his now dead girlfriend former Agent 32: Kira Palamas tried to kill me, but he only put me out of commission instead." Mockingbird said as she told them her part of the story. "She once looked like May, but with a burn scar on her right eye."

"And, he drove a wedge between me and May, which lead to his escape in our mission to kill him." Lance said, causing Melinda to stand up at him

"But you screwed up badly when we nearly killed my ex-husband Dr. Andrew Garner who survived after he turned into an inhuman called Lash when you thought Ward was bluffing!" Melinda yelled.

"I know that May! I was..."Lance was cut off by what May was gonna say next.

"Don't patronize me, You idiot!" Melinda barked.

Spidey slammed his fist on the arm of his chair and everyone knew he had suffered enough of their argument. "Whoa, whoa, hey! Now cut it out, will ya!?" he shouted. "I know this is a tense time for all of you, but right now, let's just calm down and let cooler heads prevail. Okay?" he complained.

"Spider-Man's right." Phil said. "That's exactly what Ward and HYDRA wanted. Dissension among us."

"Yeah, the same thing Ultron did to me and the Avengers." Natasha pointed out. "the dissension he brought between Rogers and Stark was even worse."

"And Doc Ock nearly destroyed my friendship with Harry Osborn on multiple occasions." Spidey added. "Especially when it involved his dad, Norman Osborn, the Iron Patriot."

"Speaking of which, web-head, were you and the Black Widow gettin' a little too friendly? If you know what that means." Nova said curiously.

"Why are you asking me that question, Nova?" Spider-Man squinted.

"Because, judging by the way you sat next to one another, you're starting to get chummy..." Nova paused when Black Widow gave him a deadly stare while Spidey faceplamed himself with embarrassment. "Sorry."

Nick Fury raised his voice, "Enough! Everyone, listen up! This is not the time to play around when we have a city to save!" he said.

"You're not helping, Fury! We were focused until we had a slight miscommunication among ourselves!" Spider-Man replied, until Black Widow placed her hand on his shoulder to calm him down.

"Just leave everything to us, sir." Natasha said. "Besides, I've got a score to settle with that little girl who is being reckless." she clenched her fist.

"And we also have a score to settle with Ward, and make him pay for his deception." Coulson said. "And this time, it's for keeps."

"I'm okay with that, but as far as the dangerous weapon that they're planning to unleash is concerned, stop them from firing it at the entire city." Fury stated. "If they fire it anyway, do what you can to get the civilians to safety."

"Yes, sir!" they all said collectively.

"And Spider-Man and Black Widow, I want both of you to keep professional between you two. Not personal." Fury sternly told the two spiders. "Understood?"

"Yes, sir." Widow said.

"Um, right." Spider-Man said nervously

"Good. Fury out." Fury said as he disappeared from the monitor.

"Alright, everybody! Let's suit up!" Coulson replied to everyone.

"Even us?" asked Leo and Jemma.

"Most likely." Phil said as he nodded.

Spidey was all bug eyed when he heard this. "Wait a sec. Are you both trained in the field as well?" he wondered.

"Yes but only for rare occasions. The others are experienced in field work." Leo stated.

"Me too." Mack added. "I don't condone violence, but I'll do what I gotta do to get the job done."

"Yeah, we've all been there." the web head stated.

"Just don't screw this up, Spider-Man." May warned the wall-crawler.

"I was afraid you'd say that." Spidey replied as he dropped his head down.

"Regardless of what May said to you, we got your back." Mockingbird said reassuringly with a smile on her face.

"Yeah, don't let Melinda get to you." Quake said. "She can be complicated sometimes."

"You're telling me." he said back to them.

"Yeah, well we'll let you know when we arrive at our destination." Lance said to the web-spinner and he knuckle bumped him.

"That's good enough for me." Spider-Man replied.

"Spider-Man, come with me. We need to talk." Black Widow said to the web-spinner.

"Okay." he replied.

"In private."

"OMG." Spider-Man said getting a jitter going up his spine.

"Ha, I knew it!" Nova joked. "So there was..."

"SHUT UP NOVA!" Power Man, Iron Fist and White Tiger all yelled at him before they left the Passenger are.

"Well, fuck you then, you assholes." Nova muttered under his breath.

"LANGUAGE!" Black Widow said which caused her and Spider-Man to laugh at his expense while they find a private place to talk.

"This is not my day." Nova grunted as he stood there, folded his arms, feeling grumpy after Black Widow left him speechless.

* * *

After supervising the HYDRA expendables on placing the Big Bang Cannon where the barrel of the weapon is at the edge of the building, Grant Ward had a talk with Yelena Belova.

"How long vill I have to wait? S.H.I.E.L.D. had no business sticking their nose in my vendetta with that bitch Natasha Romanoff! Especially Spider-Man!" Yelena said venomously.

"Patience, Yelena." Grant said. "You'll get the chance with Romanoff. I'm also confident that Phil Coulson and his team will get what they deserve, total dissemination." he clenched his fist.

"Don't be so arrogant, Vard." Yelena replied. "Because zhe last time you did, it cost you everything. Like zhe life of Agent 33, Kira Palamas."

After hearing that, Grant grabbed Yelena by the throat, and proceeded to choke her out.

"DON'T SPEAK OF KIRA EVER AGAIN! OR I'LL SQUEEZE EVERY BREATH OUT OF YOUR BODY! YOU HEAR ME?!" Ward snarled with fury at her as he strangled her to the ground. When he released her, she coughed violently and started to laugh sadistically.

"Excuse me, what is so funny?" Ward demanded in a calmly manner.

"I vanted to see how you would react." Belova said. "Zhat type of evil rage is just enough to put S.H.I.E.L.D. in zheir place. A sadistic kind of anger zhat I have for Natasha Romanoff, vhich vill influence me to send her straight to hell and restore the glory and honor of my country."

"So, it was just a test then, huh? Very clever, Ms. Belova." Ward commented. "But, don't ever do that again. And it still doesn't change the fact that I'll always be a couple steps ahead of Coulson's team."

"Zhat's vhy I temporarily formed an alliance with you and HYDRA, because we have a common enemy in S.H.I.E.L.D., but I did that so I can finally terminate Natasha Romanoff, replace her as the one, true Black Widow and settle the Soviet Union and the KGB's vendetta against her for defecting to zhis country." Yelena said as she bit her lip.

"You want Romanoff dead, that's fine with me." Ward said. "But betray me or HYDRA, you'll have your body shipped back to Russia as a corpse."

"You or HYDRA do the same, I'll have all of you turned into piles of dead carcasses on fire." Belova countered.

"So we come to an understanding?" he asked.

"Da, zhat ve do. So heed my warning." Yelena told him as she walked away.

"We'll see about that, Yelena." Ward muttered as he heard a cellphone ringing from his pocket. He answered it. "Ward here."

The voice was that of Quinton Beck a.k.a. Mysterio. "Is the Big Bang Cannon ready?" he asked.

"Yeah, ready for a real big bang. Heh, don't quote me on that." he joked over the phone.

"Don't blow this Ward." Mysterio warned from his spot. "You have been an agent of HYDRA longer than me, but the Red Skull recruited me because I have a lot of resources that included villains, criminals and crime lords who wanted a piece of Spider-Man. But, with him teaming up with the Black Widow, they'll be more than pleased to see both Spiders get squished."

Yes, I'm pretty sure that they do."

"You want revenge on Coulson and his team of S.H.I.E.L.D. agents? That's fine with me." Mysterio replied. "But if you fail, your fate will be decided by the Red Skull himself! So don't. Fail. The Red Skull. And don't. Fail. Me. Either." he said before he hung up from Ward.

"Don't count on it, Mysterio." Ward muttered to himself again.

* * *

Back inside Zephyr 1, Spider-Man and Black Widow found a cargo hold to have a private conversation between them.

"Okay Widow. Here we are." Spidey said. "Now what's all this about?"

"Peter, listen. I have a confession to make." Natasha said.

"I kinda remembered earlier that you stated that love is for children." Spider-Man pointed out to the red haired super spy. "And yet, you flirted with me and you even kissed me."

"Yeah, I did say that, but what I'm trying to say is... I'm starting to become attracted to you." Widow replied.

Spider-Man was shocked to hear this as he took his mask off. "B-B-But I thought you and I agreed to take it slow. Especially after I saw you bare naked with your boobies hanging out." he said, but then Widow had her eyebrow raised, denoting that she did not want him to bring that up. "Sorry." he said again.

"Yeah, I thought we would take it slow too, but after I kissed you on the cheek, something happened." Natasha confessed. "Something I haven't felt in a long time."

"Like, affection?" Peter wondered.

"Something like that." Natasha nodded.

"I thought I'd come up with something else than mentioning the last word that you wanna hear." Peter replied.

"The word Love?" she inquired.

"D'Oh, you got me on that one." Peter said as he joked. Black Widow uncharacteristically started laughing out of control, which caught the now confused Peter by surprise. "W-Widow, are you laughing? I've never seen you laugh like that before."

Natasha stopped laughing and wiped a tear of joy from her eyes. "That's funny, neither do I. That really made me feel a little weird."

Peter then put two and two together and said, "Oh, I get it now. That's the affection and attraction and affection that you were talking about. Isn't it?"

"Yeah, it is." Natasha answered as she had Peter pinned to the wall, and the two looked deeply into each others eyes. A seductive smile appeared on her lips.

"So, are we doing that again?" Peter asked. "Y'know, my lips on your lips?"

"Maybe." Natasha playfully answered. "After all, ty zavodish' menya. Teper' potseluy menya durak."

"I don't know what you said but...aw what the heck." They kissed for about 5 seconds, until the alarm rang.

"Seriously, at a time like this?" Peter complained as he put his mask back on, and Black Widow reassured the web-slinger.

"We'll kiss some more later." she said. "Right now, we've got to go to work." The went out of the cargo area and back to the Passenger area.

"I take it we reach our destination, which means that we have found HYDRA." Spider-Man replied.

Agents Mack and Quake appeared, wearing battle gear with Mack informing them, "Yeah, but their at the last place we expected them to be at."

"Where?"

"Downtown NYC." Quake answered. "The Times Square area."

"Aw, man!" Spidey complained again.

"Get ready everyone. I'm about to land in front of the building where HYDRA is planning to fire that cannon." May announced over the radio as she attempted to land Zephyr One on HYDRA's location. Everybody arrived with Coulson, Mockingbird, Lance Hunter, Fitz and Simmons, also in battle gear.

"Quake, let Ward and Belova know that we're here to kick some ass." Coulson ordered Quake to use her powers to shake things up a bit.

"With pleasure, Coulson." Quake replied with a smirk on her face.

After May landed Zephyr One in front of the building, she opened up the cargo bay door for Quake to step out and use her powers on the approaching HYDRA Expendables with machine guns.

"HYDRA at 12 o'clock!" Leo said.

"Not for long." Quake stated as she generated enough powerful waves of vibrations to create a slight earthquake to send the HYDRA Expendables flying, knocking them all out.

"Sweet Christmas, girl!" Power Man said in astonishment. "You definitely live up to your code name."

"Yeah. Cool huh?" Quake grinned.

"My guess is that Ward and Yelena are up on the roof with the Big Bang Cannon." Spider-Man said.

"Is that what the weapon is called?" asked Iron Fist. Spider-Man nodded.

"And the rest of HYDRA must be inside." Black Widow said.

"So, what do you have in mind?" Mack asked.

"Well, I'm open to suggestions." Lance said.

Spidey turned his attention to Phil, "Coulson, Widow and I will deal with those two up there and try to shut down the weapon. If it fires anyway, get everyone, including the civilians to safety. The rest of you make sure every HYDRA agent doesn't interfere!" he instructed.

"Okay." Coulson nodded and added, "All of you will be split up into different groups. Mockingbird and Lance you go with Iron Fist, Power Man and Mack, White Tiger and Melinda May and Nova will be accompanied by Fitz and Simmons."

"What?!" Nova complained. "Dude, are you kidding me?! Are you really pairing me up with the geniuses?!"

"Hey, we had to put you and the geniuses together somehow." Spider-Man informed. "They may not be experts on the field, but at least they're committed to our cause."

"In other words Nova, you talk too damn much." Black Widow added as she placed her arm around Spidey.

"Well, excuse me Black Widow, but did you kiss ol' webhead with that..." Nova paused when he saw the angry glares from Spider-Man and Black Widow. "Sorry. I'll be quiet now."

"Good!" Spidey and Widow said in unison.

* * *

Ward and Belova went over to the edge of the roof and saw Zephyr One on the ground.

"They're here." Yelena hissed, gritting her teeth.

"Good, it's showtime." Ward said with a smirk.

Spider-Man, Black Widow and Coulson saw both Ward and Belova up on the roof 7 stories high.

"There they are!" Spider-Man said as he pointed his finger at both of them. "How about we take the fight to them right now?"

Black Widow replied with a smile and her right eye brow raised. "Oh, please! Do you have to ask?"

"Well, then it's settled." Coulson said as he and Widow shot out their grappling hooks while Spidey shot his web line, and they began to climb up the building. "Let's get them."

* * *

Inside the building, 4 different teams split up and went to different floors. Power Man and Mack went to the first floor, Iron Fist, Mockingbird and Lance headed to the second floor, Nova, Fitz and Simmons took the third floor and finally White Tiger and Melinda May to the forth floor as they encountered dozens of HYDRA henchmen and engaged in battles against them.

 **(Burial by Yogi & Skrillex Feat. Pusha T, Moody Goody & TrollPhace plays)**

"You know what bruthaman?" Power Man asked as he looked Agent Mack.

"Yeah?" Mack inquired.

"HYDRA really stepped up their game this time." Power Man said as he bashed his way through a bunch of them.

Mack did the same on his end. "Yeah, no doubt about it." he said. "They always find new ways to surprise us and take us off our game."

"Then we'll have to do our best to keep our head together!" Power Man said as he agreed with Mack.

* * *

Iron Fist, Lance and Mockingbird were bashing their way through the HYDRA agents on their floor.

"It seems that the enemy decided to resort to hand to hand combat." Iron Fist said. He bashed up 10 HYDRA men, and then let Bobbi and Lance give it a go.

"Good, because that's our specialty." Mockingbird brought out her signature weapons, a pair of batons that also turned into a staff.

"Nothing beats good ol' fashion ass kicking than..." Lance tried to think of a catchphrase, but drew a blank. "Oh, you get the bloody point!"

* * *

Nova began to complain and let his anger out on the HYDRA Agents

"Seriously, do you two have something cool to take these chumps down?" he wanted to know.

"What? You think we're amateurs?" Fitz asked. "Of course we do."

"Whatever!" Nova still complained. "Just do it, will ya?" he charged towards the HYDRA Agents and shot them with his Nova lasers.

"Nova is quite brash! Isn't he?" Simmons wondered.

"Especially when he thinks with that bucket on his head." Fitz stated.

"I heard that!" Nova said as he kept blasting them away.

* * *

Melinda and White Tiger kept on bashing up their enemies. Melinda kept criticizing her fighting style.

"Seriously White Tiger, is that the best you've got?" Melinda inquired.

"Well yeah! I always fight like that!" Whiter Tiger replied.

"Let me show you how it's done." Melinda said as she gave the enemy her fighting style firsthand.

"Don't get ahead of yourself!" Tiger said as she did her usual thing.

"I already have, kiddo." Melinda said feeling cocky. She bashed up five of them with her karate chops, then delivered a standing side kick to the sixth one.

"Very impressive, May." Tiger said coyly. "Now it's my tun." she did something her father did in the past, before he was killed by Kraven.

"You're not doing it right." May stated.

"Ugh!" White Tiger complained. "Okay, now you're pissing me off!" she barked.

"Don't even think about!" May shot back.

"Excuse me, but can I get a say in on this?" one of the HYDRA goons asked.

"NO! SHUT UP!" Melinda and Tiger both yelled and knocked him out with a double punch to the face.

* * *

Power Man and Mack were doing their thing on the floor they were on.

"Power Man, Incoming!" Mack said as he warned the unbreakable skinned hero of the HYDRA Agents closing in on him.

"Hold up, Mack! I got this!" Power man said as he ran towards them, "Eat this!" he lays a beat down to the ground, and they all go up into the air, and land right on their backs really hard.

"Damn! That has to hurt!" Mack said as he shut his before they impacted.

"Hell yeah!" Power Man said as he went over to Mack.

"You did a great job young man." Mack said.

"You too."

"Thanks." Mack said as he and Power Man fist-bumped each other.

* * *

During their fight against HYDRA goons on the second floor, Mockingbird combined her batons and turned them into a bo-staff.

"Well I'll be damned! Those bastards resorted to fighting dirtier than before." Lance Hunter said as he saw the obvious.

"If that's the way they wanted to play, then we shall resort to anything goes." Iron Fist said as he energized his fists.

"Music to my ears, because that's our specialty." Mockingbird agreed.

"Now, FIGHT!" Iron Fist shouted as they did so. Lance used Bare Knuckle brawling, Iron Fist used his Kung-Fu on a bunch of them, and Mockingbird used her staff to trip some of them up. After defeating the HYDRA goons with their chemistry and their martial arts, they turned to each other.

"Heh, that'll put wonkers down for the count." Lance stated.

"Yes, but it's not over yet. Ward and Belova are the last ones left." Iron Fist replied.

"I hope Coulson, Romanoff and Spider-Man kick both of their asses." Mockingbird added.

* * *

Nova was still bummed about him being joined with Leo and Jemma. But he was helping them anyway. The lot were being surrounded by several HYDRA Expendables, however Leo and Jemma had an idea.

"Leo, I think it's time that we use that new invention you built." Jemma said.

"Oh, right." Leo said as he agreed. "It's a good thing that you reminded me of that. Now, we'll put it to good use."

Nova kept on blasting them, and dodging their shots all at once, then he said, "Anytime you're ready guys! I can't keep holding 'em off for long!"

Fitz brought out a boomerang-like piece of technology. "Just a few more seconds, Nova! I came up with a new invention that'll..."

"JUST USE IT ALREADY!" Nova yelled.

"Then brace yourself!" Leo stepped out and threw the boomerang like invention toward 20 HYDRA agents which electrocuted them until they lost consciousness.

"It worked!" Simmons said excitedly.

"Yes!" Fitz added.

"All right! Now it's my turn!" Nova said as he powered up and flew at high speed toward the last 10 HYDRA agents. "Woohoo! This is awesome!" he cheered as he flew back over to Leo and Jemma. "Neat gizmo dude."

"Thanks, Nova." Leo said back. "I call it the electrorang. Once you throw it, it fires electricity at the bad guys, rendering them unconscious."

"Totally cool!" Nova, Fitz and Simmons high fived each other. "C'mon, let's go! There'll be more of 'em on the way."

"Right!" Leo and Jemma said as they went to the next floor.

 **(End Song)**

* * *

Melinda May and White Tiger kept debating and fending off every HYDRA henchmen, until their debate got caught up with them when 12 more henchmen of HYDRA to advantage and attacked them.

"We got you ladies!" the HYDRA goon said. "Now you can't escape the wrath of HYDRA!"

"Okay, so our competition over who kicked ass the most has put us both in a rather awkward position." Agent May stated.

"Yeah, I agree. So are you thinking what I'm thinking?" White Tiger asked.

"Damn right. Less talk..." Melinda started.

"...and more ass kicking." White Tiger finished.

"All right! Enough..." One of the HYDRA agents got punched in the face by May and the other getting headbutted by White Tiger.

"Let's try this again! Ready?" Melinda asked.

"Ready!" Tiger replied as they kept on ass-kicking.

* * *

At the rooftop, Spider-Man, Black Widow and Agent Coulson made it but there was no one there.

"They're hiding as in trying to ambush us, waiting for an open attack to take us out." Widow whispered.

"Be on your guard." Phil said. "They always try to take us by sur..."

"Incoming!" Spidey warned when his Spider Sense detected a gunshot coming in their direction. Black Widow pulled out her set of glowing batons, and deflected the shot.

"Seriously Yelena." Natasha said. "You're starting to be an annoying cunt."

"My hatred for you is like a fire zhat will never be extinguished until you burn!" Yelena shot back, aiming her Heckler & Koch UMP45 at them.

"It's bad enough that you laid your filthy hands and lips on Spider-Man and drove a wedge between us." Natasha countered vocally. Yelena laughed hysterically. "What the hell is so funny?!" she demanded.

"Vhat you said about me touching and kissing him." Yelena could see it in her eyes. "I'm starting to believe zhat you have feelings for him."

"Let me be the judge of that, Rooskaya." She aimed one of her gauntlets at Belova.

"I really hate it vhen you call me zhat!" Yelena hissed again.

"Like I care." Natasha smirked.

"Hey, Belova! I'm just curious about something." Spider-Man went up and asked. "How is it that you prevented my Spider Sense from detecting you back at school?"

"I can explain that part, you wall-crawling parasite." Ward started his explanation. "It's simple really. I planted a device that blocked your Spider Sense when you bumped into me while I was disguised as a janitor. That made it easy for Yelena to seduce you and have you under her charm."

"So that explains why I fell right into her trap and got myself and got myself and Natasha into this mess!" Spider-Man said feeling annoyed by what had happened. "That was pure evil of you lady!"

"Oh, bite me, you web-slinging moron!" Yelena retorted. "I did zhis for me and my country! Zhe same country zhat your girlfriend, Natasha betrayed!"

"First of all, I have nothing against Russia." Natasha made her case. "I left because I refused to take anymore innocent lives for political gain my former superiors wanted. Not after the blood that was stained on my hands! Captain America and Wolverine made me realize that." this shocked Ward and Belova. They had not know about Cap and Wolverine helping Nat. "Second, leave Spider-Man alone! This doesn't involve him!"

"Oh, but it does now." Yelena said.

 **(Payback by Juicy J, Kevin Gates, Future & Sage the Gemini plays)**

"Boy, and people said that I talked too much." Spidey said in his mind. "Anyway, let's put these two away so we can disarm the cannon before they bring out the big bang as this sociopath creep says it does. And this time, it's payback time!" he said refocusing his head.

"My thoughts exactly, Spider-Man." Coulson agreed as he aimed his 9 millimeter handgun at ward.

"Stop!" Ward warned. "Pull that trigger, and all of Manhattan goes out with a big bang!"

"Dude, you and your pun sucked!" Spider-Man insulted the HYDRA mole.

"So do yours, boy!" Yelena said as she fired her Heckler & Koch UMP45 at them again.

"Scramble!" Coulson said as they ducked and dodged the bullet.

"Okay! That's it! No more guns!" Spidey said as he shot his webbing at the machine gun and yanked it right out Yelena's hands. "Let's fight until they go down!"

"Good idea." Phil agreed. "Because Ward is mine!" he charged at Grant with a vengeance.

"You get Belova while I whoop some HYDRA butt!" Spidey said as he looked at Widow.

"You got it!" Natasha said as she blew Spidey a kiss.

* * *

Elsewhere, while Spidey was battling against the HYDRA Expendables, a figure with brown and gold was watching in the distance. With him were a young man with the same hairdo that Peter Paker had, only he was wearing a skintight blue and gold uniform with a yellow X on his chest, and a gold visor with a red line around the eyes. Also with them was a young woman with long red hair and in a blue, red and gold uniform, with a bird chest-plate, and a black X on her waist.

"Looks like Shadowcat was right Logan." the man with the visor said. "He is a suitable ally."

"That's right Scott." Logan replied. "Jean, can you make sure Bobby chose well in looking out for his friends?"

"Of course, Wolverine." Jean said. "I'll see if Hank can dig up any information on Spider-Man, and make sure to leave the slander J. Jonah Jameson says out of it."

"Good." Wolveirne said.

* * *

While Natasha took on Yelena and Coulson clashed with Ward, Spider-Man has his hands full with 10 HYDRA expendables. After a back and forth struggle with them, Spidey decided to one of his special costume upgrades a try.

"Let's change things up a bit, shall we?" Spider-Man said as he pressed the symbol on his chest and his costume changed into a black and neon green variation of it. "All right guys, keep your eyes on me." They went Charging toward him, Spidey yelled "NOT!" before he went into stealth mode, completely turning himself invisible.

"Hey, where the hell did he go?" asked one of the HYDRA agents looking shocked.

"Over here!" Spidey taunted. He went invisible again as the bad guys began shooting at him, "No, the other way!" he continued to taunt his enemies. "LOL I got you!" he said bopped one of them on the head, went invisible once more.

"Come on out, Spider-Man! You can't hide from us!" a HYDRA agent shouted.

"Who's hiding?" Spider-Man said as he popped up behind the HYDRA agent looking for him. "I'm just messing with your heads!" he bashed up 3 of them.

During the fight between the two Black Widows, Yelena shot at Natasha, while Nat used her gauntlets at her. Yelena said, "You made a masitake for not killing me vhen you ha zhe opportunity."

"I would have, but I let you live." Natasha said as she was still deadlocked in this battle. "But since you kissed Spider-Man in front of me, I'm going to make you pay for that!"

"NO! You're zhe one who should pay for turning your back on Russia, stealing zhe Black Widow name and..." Yelena did not finish because Natasha had punched her in the face, and she had heard enough.

"SHUT UP BITCH!"

* * *

While fighting each other back and forth, Coulson and Ward resorted to their battle.

"I knew you would come out of hiding and strike us again, Ward!" Phil said as he threw a boxing punch. "It was only a matter of time."

"What'd you expect from me, Coulson?" Grant wondered as he counter with some MMA form of combat. "I've always been one step ahead of you and the rest of your team."

"We'll see about that won't we?" Coulson said.

"You've improved Coulson, but still not good enough. I've underestimated you last time, but this time, I'm several steps ahead of you!"

"You're still arrogant after all this time." Coulson shot back. "Smart, savvy and skilled but arrogant."

"Let's agree to disagree." Ward said as he continued to duke it out with the special ops leader.

* * *

All the while, Spider-Man was still struggling to get past the HYDRA men.

"Okay wall-crawler, play time's over!" the HYDRA agent on his left said as he shot.

"I agree!" Spidey in his stealth mode attacked 5 HYDRA expendables before he became visible again. "Because I'm not about to steal the show without another game changer." He pressed the symbol on his chest once again, to switch from his Stealth costume to his second Spider-Armor.

"I doesn't matter how many times you change your costume, you wall crawling motherfucker, we're gonna fuck you up!" The HYDRA agent shouted.

"Remind me to shove a soap bar right down your throat when this is over, because your breath stinks from using the F-word a lot." he joked. Spidey used his martial arts training to take down all 10 HYDRA Expendables before he fired a large amount of webbing out his armor's gauntlets at them, which took him by surprise in a way.

"That was awesome!" Spidey said excitedly. "Great job, Fitz and Simmons!"

"You'll pay for this, Spider-Man! You'll be sorry that..." One of the HYDRA agents got cut off when Spider-Man electrocuted them through the webbing from his gauntlet, rendering them unconscious.

"10 down and 2 to go." Spidey switched back to his new main costume. "While Coulson and Widow deal with Yelena and Ward, I gotta shut down the Big Bang Cannon." so he ran all the way over to it.

* * *

Natasha and Yelena kept fighting each other, until Yelena got behind her, wrapped her arm around her throat, pulled her glock and pointed on the right side of her brain.

"Enough!" she said. "It's time for you to die a painful death, and me to finally become the rightful Black Widow!" Yelena hissed, smiled sadistically, and licked her lips. "Und after zhat, I vill make your boyfriend my personal bitch!"

"NO!" Natasha pulled out her glowing baton and electrocuted Yelena, which forced her to scream in agony and Natasha released her from the baton's grip. "I won't let you take him from me! Ever!" Natasha angrily beat up the blonde Russian before she knocked her out with a roundhouse kick to the face.

 **KABAMMO!**

After rendering Yelena unconscious, Natasha soccer kicked her in the head, stating "That's for coming between and Spider-Man. If you so much as ever do that again, I'll make you pay!"

* * *

Ward pulled out his 9 millimeter handgun, and pointed it at Coulson, but Coulson grabbed his right hand, and they struggled over it until Ward hit Coulson with the knee to the stomach, and shot him on his left shoulder. The bullet never got into him though, it just grazed him. While Coulson screamed in pain, Ward said, "Tsk, tsk, tsk, tsk, tsk." before he knocked him out with a brutal series of strikes. "Hate to leave you like this, but in the meantime, you'll be catching Z's. I'll kill you after I have fun destroying the city." Ward activated the Big Bang Cannon to full power, readied it to fire at the jumbo tron.

"Oh, shit!" Spider-Man and Black Widow said in unison.

"You got that right, web-heads!" Ward said. "I'm about to end this with a big bang! If you know what I mean!"

"Spidey, stop him while I tend to coulson." Natasha ordered.

"Way ahead of you, Widow." Spider-Man responded as he ran toward the HYDRA mole.

He was about to strike him down, but Ward halted him. "Ah, ah!" he said. "One false move, and I'll..." Spidey shrugged off his threat by shooting webs at his face.

"Conquer the so-called king after pulverizing his pawns!" Spidey quipped. "I'm no Chess player, but I learned about making what kind of moves that I have to carefully make."

After removing the webbing from his face, Ward stated, "I agree. That's why I'm always one step ahead of you."

"Until today!" Spidey punched Ward in the face and they got into a struggle over the weapon, which fired all over parts of Manhattan, causing the civilians in Manhattan to run to safety.

"Oh shit, I gotta stop this before..." Spidey got sucker punched by Ward.

"Nope! I don't think so!" he said. "This is just an appetizer for destruction!"

"SHUT UP WARD!" Spider-Man yelled. "The main course and dessert that you're gonna be eating is my arachnid foot up your ass, and your teeth down your friggin' throat!"

"Bring it on, Spider-Man!"

"You bet I am!" the two lunged at each other and clashed.

* * *

Back inside the building, Melinda May and White Tiger finished taking down 12 HYDRA goons after putting aside their differences.

"Well that takes care of them." Melinda said. "They've been a pain in my ass."

"At least we busted ours to kick their's." White Tiger said.

"I guess I was wrong about you young superheroes." Melinda said admitting defeat. "I may not agree with your antics and methods, but I have respect for the fact that you're dedicated to save lives."

"Thanks. I appreciate it." Tiger said back.

"But, don't get used to it, and sure as hell don't let it go to your head." Melinda warned.

"I never do, so don't push it old lady." White Tiger shot back at Melinda, and she felt like she hit a nerve.

"I'm not that old." Melinda countered.

 _"I hope you ladies are finished kickin' HYDRA's ass all over the building, because Ward just fired the Big Bang Cannon over several parts of Manhattan right now."_ Mack said over the com-link.

"Then we need to get the civilians out of harm's way! Everyone move it!" May said to everyone who was listening.

"On it!" everyone said in unison.

* * *

Back on the rooftop, Natasha attended to the unconscious Phil Coulson who's been shot in the left shoulder while Spider-Man and Ward fought against each other.

"Hang in there, Phil." Natasha said as she pick up Coulson and hoisted him on her shoulder. "Don't give out on me now."

After a back and forth struggle, Spider-Man unleashed a series of punches and kicks on Ward, until he got behind him and German Suplexed him on the cannon, only for his head to hit the self destruct button.

"Oops, guess I got a little overzealous on that one." Spidey said as he rubbed the back of his neck.

Ward laughed like an idiot, "You got that right, wall-crawler!" he said. "I may not destroy the city, but at least the building's gonna blow, so I'll be taking off now!" he ran off to his jet.

"Spider-Man, the others are evacuating the civilians away from here." Widow said as she went over to him. "We need to get out of here while we still can!"

"Not until I do something about that cannon since I can't shut off the self-destruct sequence! In other words, I have an idea!" Spidey said as he told Natasha that he had to get the cannon onto Ward's jet, while it was ticking, and destroy Ward's only means of escape.

This freaked Widow out a bit and she yelped "NO! You can't!"

"Don't worry about me, Widow!" Spidey reassured. "At least not until the last minute or so. I'll come back to you as soon as I get done with this one."

"You better." Black Widow said as she pulled up his mask to uncover his mouth, and kissed him right on the lips before she broke off and carried Coulson away from the scene.

"I will, Natasha." Spidey said as he refocused his attention. "Now, where were we?" he turned around and saw Grant Ward got on the HYDRA jet.

"AW, C'MON! Are you gonna get away at a time like this?!" he complained.

"Come to think of it, Yes!" Ward said as he attempted to take off.

"Oh, no, you don't! I'm bringing your ass back to S.H.I.E.L.D. custody right now!" Spidey said as switched back to his second Spider-Armor. "And, I believe that I found a way to do that." Spidey fired his webbing from his gauntlets at the jet that Ward is on, and stuck it to the cannon as it was about to explode.

* * *

Ward took off, but was unable to fly because the Big Bang Cannon was too heavy for a single jet to carry along with it. Ward saw the web-slinger inside the aircraft.

"What? Hey!" Ward freaked out when he saw our web-spinning wonder. "Spider-Man, you on of a bitch!" he yelled.

"Hey, keep my Mom's name out of your mouth, ya moron!" Spidey said as he punched Ward in the eye. "It's bad enough that you made her spin in her grave!" Spidey retorted and began to fight him, while his plane was on autopilot.

* * *

After Spidey's team and Coulson's team of S.H.I.E.L.D. Agents completely evacuated the building and gotten every New Yorker to safety, things were touch and go for a little.

"Is that everyone?" May asked.

"Yeah, all present and accounted for." Power Man replied.

"Except for Spider-Man." Everyone turned their attention to the Black Widow who carried the unconscious Phil Coulson on her shoulders. "He stayed up there to do something about Ward and the cannon."

"Seriously?" May complained.

"Yeah." Natasha stated.

"How's Coulson doing?" Mack wondered.

"He's alright." Natasha said back to him. "He got shot on his left shoulder by Ward."

"I hope Spider-Man kicks his ass for good!" Mockingbird said.

"Me too luv." Lance agreed with his 'She-Devil' ex-wife.

* * *

Spider-Man tried to hold off Ward, and the fiend figured out that the weapon was not light at all. Ward activated the self destruct mechanism.

"Self destruct sequence engaged!" the computer said. "Detonation imminent."

"FUCK! It's too heavy!" Ward said. "I'm out of here!"

Ward ejected from the jet at the last 10 seconds before the jet and the Big Bang Cannon exploded at the same time. Everyone watched as it happened. Black Widow fell to her knees.

"NOOOOOO! SPIDER-MAN!" she cried at the top of her lungs, then tears began to flow down her face.

As the smoke clears from the explosion, Spidey appeared at the edge of the building.

"Chill out, guys." Power Man said as he spotted him. "Webhead is still alive."

"Oh, what the bloody hell." Lance said as he looked. "YEAH!" he cheered, and everyone joined in while Natasha sighed in relief "Thank you God." which caused Phil to wake up from his pain.

"Did I miss something?" Coulson asked.

"Spider-Man saved us all." Jemma replied.

"And Manhattan, might I add." Leo added.

"Plus, HYDRA's Big Bang Cannon is destroyed." Quake said.

"But, what about Ward? Where is he?"

"HA! He sure as hell didn't call it the Big Bang Cannon for nothin' y'know?" Spidey said went down to their position. Ward popped the parachute and grunted in anger.

"God Dammit! I can't believe it! I can't believe that he beat me like that!" Ward ranted.

"Serves you right, chump!" Power Man joked.

"Coulson, I believe you owe him something." Nova said.

"You're damn right I do." Phil said as he walked over to him menacingly.

"So do we." Melinda agreed as she and Lance joined Phil.

"Bloody A." Lance said as he had an angry look on his face.

"Oh, yeah! I almost forgot." Spider-Man turned around to check on Yelena Belova, only to find out that she had disappeared. "Aw, man! She likes doing that does she?" he sighed. "At least, I won't be seeing her again for a while." Spider-Man turned to his wrist-com and Yelena Belova appeared on the screen. "Well, if it isn't ol' drama queen crybaby herself. Looks like your plot of getting rid of Natasha Romanoff and replacing her as the Black Widow blew right up in that pretty face of yours."

"All because of you Spider-Man!" Yelena shouted. "Mark my words you wall-crawling America piece of shit! I vill have my revenge! This is not over!" she added before she disappeared from his wrist-com.

"Guess I'll add you as part of my arch enemies list then." Spidey then switched to his new main costume again, shot his webbing out and swung to the bottom.

After landing on the ground, Grant Ward got rid of the parachute and proceeded to escape, only to have Phil Coulson, Melinda May, Quake, Mockingbird, Lance Hunter, Mack, Leo and Jemma standing in his way. "Going somewhere Ward?" Coulson asked.

"Shit!" Ward said as he complained.

"You're god damn right, you son of a bitch." Coulson punched him in the face. Each member of Coulson's team took turns beating the crap out of Ward for his betrayal.

"You know what?" Ward questioned. "I REALLY, REALLY HATE YOU GUYS!" he shouted as May and Quake knocked him out with a double punch to the face.

"Deal with it, you asshole!" Quake said feeling angry. "God that felt good."

"THAT'S RIGHT!" Mack added.

"In your face, you backstabbing, yellow-bellied, bloke!" Lance said as he laid in a few.

"Let's turn him in for questioning." Coulson said.

* * *

Spidey swung around until he hit the concrete. His allies met up with him as he landed.

"Hey guys! I take it that the mission was a success?" he asked.

"Yup, it is. Despite some of the damages Ward did with that weapon." White Tiger said.

"But we kicked some HYDRA ass, and saved the city." Power Man reassured. "That's all that matters."

"And, Grant Ward has been captured. And he will son be punished for his evil ways." Iron Fist replied.

"Thank go that's over with." Nova said. "Now I gotta get me something to eat."

"Yeah, I know what you mean, Nova." Spider-Man said. "Besides, it's been a really, really long day for me today."

"Spider-Man!" Black Widow shouted as she ran towards him.

"Black Widow!" Spidey shouted back as he embraced her. The others were stunned by this, all except Nova, who had nothing to say.

"Are you alright?"

"Yeah." Spidey answered.

"Good." Black Widow slapped Spidey in the face once again, this time White Tiger, Power Man, Iron Fist and Nova shrugged tightly to block out the sound it made to them.

"OW! That's the third time you..." Spidey got cut off when Natasha gave him a warm hug. "Oh, I get it now. You were worried about me when the cannon was about to blow up. Weren't you?"

"Of course I was." Widow replied. "Especially when Yelena tried to come between you and me."

"Speaking of which, she disappeared." Spidey informed Widow and the others about this predicament, and they all collectively gasped, except Widow who had a squint on her face. "Now the psychotic blonde haired Black Widow wannabe is vowing to get payback on the two of us."

"We'll deal with her another time." Natasha reassured. "Right now, we're turning Ward in."

"Yeah, that guy need to get his ego, arrogance and narcissism examined for the way he acted today."

Just then, Spidey got a call from Nick Fury on his watch. "That won't be necessary Spider-Man." Fury said. "I'll have Coulson and the others interrogate Grant Ward over the villain who recently joined up with HYDRA, sending out random Super Villains under Red Skull's orders. I have a feeling that it's gonna be a long one. And, you and Black Widow are gonna spend a lot of time together as partners."

"Really?" Spidey asked and Fury nodded his head.

"Yes, really." the S.H.I.E.L.D. Director stated. "Now, go home and get some rest. The rest of you, back to the Triskelion. All of you did a great job despite the damages Ward and Belova caused today. I expect more in the future. Fury out." he signed out of Spider-Man's communicator.

He turned his head towards Widow, and she did the same to him. "Well, Widow, guess I'm stuck with you." he said.

"Better you than Hawkeye." Widow added as she winked at him. "I gotta admit, being with you is much better than seeing Hulk chase down Hawkeye over a jar of pickles."

Spidey was wide-eyed again and wondered, "He did that?! Really?!" Widow nodded with a seductive smile on her face. "You got me there."

Coulson and his team appeared with Ward in handcuffs.

"Now that we finally got Ward and the Big Bang Cannon is destroyed, the rest of the S.H.I.E.L.D. agents will arrest all of the HYDRA agents." Phil said explicitly. "HYDRA will always recruit more of them."

"You got that right Philip." Ward said tauntingly. "You can't get rid of me that easily! I'll be back! I'll ALWAYS come back!" he yelled.

"I'd like to see you try, Ward Hog!" Spidey joked insulting the HYDRA mole. Widow and the others laughed at that joke, as did Nova. He admitted it was a good joke, and Widow also chuckled along.

"I hope not." Leo said.

"I hope not either, Leo." Jemma said.

"Oh, but I will." Ward said, but then got hit in the head by Phil.

"Stow it up your actuator Ward!" Phil said. "Now let's go."

"We can all agree that Grant Ward is an asshole." Mack said.

"Yeah, that bastards lucky that we didn't break his jaw, other than his teeth." Lance Hunter added.

"Besides Spider-Man, we should team up more often because what you and your team did was badass." Quake said in a cheerful mood.

"Me too, because that was fun." Mockingbird added.

"What they said mate." Lance said as he shook Spidey's hand again.

"I agree." Spidey said as he accepted. "You guys did the same here today, and that was totally cool!"

"It would be an honor." Iron Fist added.

"The rest of us feel the same way." White Tiger confirmed.

"I was about to say that of course." Nova lied.

"Dream on bucket-head!" Tiger shot back.

"Sweet Christmas!" Power Man said his famed catchphrase. "Mom told me it'll be days like this."

"Spider-Man, normally I disapprove of your antics as a superhero..." May said with a serious look on her face.

"I figured you would say that." Spidey said as he braced himself.

"But, after what you did today, you've earned my trust and respect." Melinda said as she shook the web-slinger's hand.

"Gee, thanks." Spider-Man replied to Agent May. "Too bad an idiot with the biggest mouth in New York can't say the same thing." he pointed to the jumbo tron, and there appeared J. Jonah Jameson.

He began to rant, _"Just when thought Spider-Man couldn't get any worse, he and the Black Widow of the Avengers along with the wall-crawling menace's superhero buddies caused an incident in their pursuit to capture two of the most wanted criminals that are 100 times worse as Spider-Man and HYDRA who continue to cause mayhem and chaos in our fair city! Grant Ward, formerly of S.H.I.E.L.D. and Yelena Belova, Black Widow's arch-enemy from Russia. And speaking of which, as far as Spider-Man and the Black Widow are concerned , ever since their team-up yesterday, they seem to have developed a deadly chemistry between one another. Imagine if they keep that up, no one would be safe from two of these spiders!"_ he shouted.

Widow looked up at the screen, then she looked at our webbed wonder. "Spidey, you were right. He is an asshole." she said.

"Told ya so." Spidey said back.

Melinda May shook her fist, in an angry fashion. "One of these days, I'm going to kick his ass for talking too damn much."

"I'm not gonna stop you when that day comes, Agent May." Spidey said to Melinda, as they all got back into the jet to head to the Triskelion, Nova flew all the way back, and Spidey went with Widow as he got into her car.

* * *

Mysterio saw the whole thing on the television, and Harvey raced in to see it as well.

"Mr. Beck, Grant Ward and Yelena Belova have failed." Harvey said. "Spider-Man and Black Widow with the help of Agent Phil Coulson and his team of S.H.I.E.L.D. Agents defeated them and destroyed the Big Bang Cannon."

"Perhaps, but it's not a total loss." Mysterio said with an evil grin on his face under the helmet. "I have more villains that are willing to have a crack at them before I confront the wall-crawler face to face. But until then, I'll wait until the time is right." he turned his chair around and went over to a computer he had stashed away for something like this. "I want the phone numbers of Nightshade, Mesmero, Arcade and more of the most dangerous people you can find, Harvey. I'm quite sure, they'll do my bidding and the Red Skull's"

"Yes, sir." Harvey said as he went over to all of the phone books that Quinton had collected over the years.

"So much plotting, so little time." he said wickedly, and laughed like a maniac. Then the shattering of glass startled him, and out of nowhere came a man in a red version of the Venom symbiote. He had jagged teeth that were black, and his right ram was an ax. "W-W-Who are you!?" Mysterio wondered.

"I. Am. CARNAGE!" is shouted and laughed maniacally. "I just busted out of Ravencroft Prison, and I ain't ever goin' back! I want revenge on Spider-Man!" he laughed evilly again.

"Carnage, eh? I like the sound of your name." Mysterio said as he was intrigued. "Who sent you here to Malibu?"

"Dormammu, of course." Carnage replied. "He wants revenge on not only Spider-Man and Black Widow, but also White Tiger, Iron Fist, Cloak, Dagger and Doctor Strange."

"The sorcerer supreme, huh?" Beck rubbed his cape, "I can assist with that." the two shook hands as Carnage turned his ax back into a claw.

"PARTNERS!" they said in unison.

* * *

Later that night, back at the Parker Residence, Peter got a phone call from his Aunt May. Natasha was in the shower, cleaning herself off.

"Hey, Aunt May." he said. "How's the trip so far?"

"It was wonderful, Peter." May replied. "I had a great time so far. That's why I'm going to stay out a little while longer."

"That's great!" Peter said happily. "That way you'll be safe while I'm doing my best to keep this city safe."

"That's why I called you."

Peter had a saddened look on his face, "Oh. It's about the incident in Manhattan, isn't it?"

"Yes." May said with concern in her voice. "Because of incidents that spiraled out of control, I'm still worried about you." she confessed. "What if you die being Spider-Man, trying to prevent the destruction of our world."

Peter paused for a moment before he replied, "That would break your heart, wouldn't it?"

"Yes it would. If you continue being Spider-Man, I want you to promise me that you be extremely careful and stay alive while you do your best to protect everyone and our city, because you're the only family I have left." May told him, feeling frightened to think about what would happen if he died. "And it would break my heart if I lose you the same way we lost your Uncle Ben."

Peter understood, and said, "I promise I will do my best."

"I know you will, Peter. I love you so much."

"Me too." he said back. "I, uh, gotta go. I'll call you later when I have the time."

"Okay, honey. Goodnight." May said as she was about to hang up on her end.

"Goodnight Aunt May." Peter said as he hung up.

Natasha Romanoff appeared in a silk robe with her long red hair wet after taking a shower. She saw Peter putting his phone down.

 **(Crush On You by The Jets plays)**

"Was that your Aunt?" she asked.

"Yeah." Peter answered. "She called me because she was concerned about me due to what happened in Manhattan with HYDRA." he was being blunt about it, and to the point. "So, I promised her that I'd be extremely careful, and stay alive if I remain Spider-Man, which I'm doing right now. After all, she's all the family I have left."

Natasha had been informed about what happened to Peter's mom and dad. "She's right, Peter. It's bad enough that you lost your parents at such an early age." she sat next to him on the bed.

"Yeah, well, I will know the truth about my parents someday." Peter said as he turned his eyes to Nat. "And speaking of which, where's your family?" he wondered.

"My parents died when I was a child, I have been an orphan ever since then." Natasha said feeling sad. "My childhood has been a living hell while I was training at the Red Room Academy that made me what I am today." she then began to shed a tear in her eyes. Peter had never seen her sad before, so this was the first time she let someone know about it.

"I'm sorry, Natasha. I really am." Peter apologized as he wiped the tears from her eyes, and embraced her.

"Thank you, Peter, you really are a nice young man." Natasha said as they looked deeply at each other in the eyes. After a brief moment of silence, Natasha first spoke, "Peter, remember when I told you that love is for children?"

"Yeah, why?"

"I lied."

"I'm glad you did because, I'm starting to feel like it with you around. I thought we would take it slow, but right now, there's no point in denying what we feel about each other anymore."

"Me too." Natasha agreed and then they both started kissing each other on the lips.

After they broke from the kiss, Peter said "If we do this Nat, we'll have to keep it a secret from everyone until their ready to know the truth about."

"I second that emotion." Natasha stated. "Nick Fury may not approve of this, but we'll take our chances with us anyway." she began to smile with mirth. "Although, I would like to see the look on Hawkeye's face if he knew about us." she laughed a little. "Also, it would have to be better than seeing Hulk chase him down over a jar of pickles."

"Hulk did that?" Peter said feeling wide-eyed, and Natasha nodded. "I wish I could've been around for that. But, maybe not yet. Right now, let's keep it that way while we're making a commitment with this."

"Okay." Natasha kissed him again. "Oh, and Peter, about the other night?"

"Oh!" Peter said with a shocked and coy look on his face. "I see where you're going with this."

"Let's start all over again." Nat whispered.

"Before you do that." Peter said. "You're allowed that here. It's just, the thing that you and I want to do, it'll have to wait."

"Sounds fair to me." Natasha took her robe off and showed her body to him. Every inch of her was perfect, from her round breasts, her tight belly, her sexy legs to her perfectly round rear-end.

"Wow, that is amazing." Peter said as he got a good look at the same body he saw last night.

"Now it's your turn." Natasha said. "Just your shirt though."

"Well, that's a relief." Peter took his shirt off, and revealed that he had a very nice six-pack. Natasha was breathtaken by this.

"Mmmmmm! Now that's sexy." Natasha admired as she wrapped her arms around him, letting her robe drop to floor.

"Your looking good yourself, Nat." Peter said back. "Looks like New York is big enough for both Spiders, also I think that this is the beginning of beautiful relationship between the two of us."

"My thoughts exactly." Natasha said as she leaned in.

Peter and Natasha resumed their kiss throughout the night, knowing that there's more adventures and dangers that await them.

 **(Song Fades)**

To Be Continued...

* * *

Well, chapter 4 is officially completed. Sorry it took so long, I need some time. Also, in any case, I'm thinking about doing chapter 2 of Digimon X-over, and Kamen Rider Astro.

Stay tuned for Chapter 5: The Stolen Notes! In that one, Spidey and Widow are out on a date, while unbeknownst to them, someone has stole the formula for his web fluid. When Spidey tries to figure it out, he interrogates AIM, The Wrecking Crew, and a few others. But when he finds out that Hammerhead and The Enforcers are back, Scarlet Spider shows up along with Iceman and Firestar of the X-Men. That's right, for this chapter all I gotta say is Spider-Friends: GO FOR IT! Will they prevail? Find out soon!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	5. The Stolen Notes!

Yo everyone in the hizz-ouse! Me and ERoc901 Tha Clean Up Man are here to present the fifth chapter of this story. Spidey and Widow are out on a date, in Central Park, while unbeknownst to them, someone has stolen the formula for Spider-Man's web-fluid, but he does not know who it is yet. So, Spidey and Widow search A.I.M., Juggernaut, The Wrecking Crew and so on, however Scarlet Spider arrives with the aid of Iceman and Firestar, the lot of them learn that Hammerhead and The Enforcers (Ox, Montanna and Fancy Dan) have returned. So, all that can be said is...SPIDER-FRIENDS, Go For It! Now, let's do it to it!

* * *

Disclaimer: Same as before.

* * *

Chapter 5: The Stolen Notes!

It was a peaceful morning, and Peter Parker had just finished his breakfast. He began to look out the window, and wondered something in his thoughts, "Okay, the other day, someone named Yelena Belova made a complete fool out of me, after she disguised herself as a transfer student named Angela and used her feminine charm on me. But, she also caused friction between me and Black Widow, and out of jealousy none the less. I also got to meet Coulson's team of S.H.I.E.L.D. Agents, Melinda May, who wants to beat Jameson up someday, I ain't stopping her, Lance Hunter who is a huge fan of what I do, Alphonso 'Jack's Mackenzie, Daisy Johnson/Quake, and also Bobbi Morse/Mockingbird (Lance's ex-wife who went on a mission with Widow and Hawkeye in Budapest, a long time ago.) Plus, I got a new costume. And, who would've thought that last night would be so hot. The way I saw Natasha completely naked was so breathtaking, and she liked my abs too. I just hope Aunt May will approve of me being in love with a gorgeous super spy."

Natasha walked over to him, and said, "Something on your mind, Peter?"

"Huh, oh, just thinking about last night." Peter replied, with his face turning red.

"You were fantasizing about how sexy I am, weren't you?" Nat raised her eyebrow.

"Yes, and I gotta admit, you were a vision in your birthday suit." Peter said, using the ol' Parker charm. Natasha kissed him on the cheek, making him blush even more.

Widow, decided to change the subject, "Well, Phil told me that Grant Ward alias Hive has not told them who is behind this."

Peter was disgruntled about this, but wanted to know more. "Anything else I should be informed of?"

"Only that he won't reveal where his hideout is at." Natasha replied.

"Oh, okay." Peter said, as he folded his arms. "We'll keep posted about it."

"So, anything you feel like doing today?" Widow asked.

"Well, how about you and I go to Central Park, and enjoy the day?" he asked.

"Mmmm..." Natasha said, as she cupped her chin with her thumb and left index finger. "Okay, I don't see the trouble. I'll go wash up, change, then meet you down here."

Peter was amazed by her answer. And then, in his thoughts, "I'm not sure how _that_ happened, but, I GOT A DATE!"

* * *

As Natasha was in the shower, she began to think, and in her thoughts, "I had no idea he was gonna say that until it came out, but I think he just asked me on a date. Even though he's 17 or 18 years old, somehow, I feel this bond between him and me. It's like something that can't be explained. Plus, if Hawkeye ever found out about this, I'd love to see his reaction. And show everyone the look on his face." She laughed with mirth.

A few minutes later, Peter waited for her to come down, and she did so in slow motion. "Like what you see, handsome?" Natasha asked. She was wearing a light blue t-shirt that showed a little bit of cleavage, a pair of purple jean-shorts, long white stockings and red heeled shoes. Over here eyes, she had a pair of sunglasses, and was also wearing some red eye-shadow.

 **(A/N: I'm making this a variation of the disguise she used in Avengers Assemble season 2 episode 5 'Beneath The Surface', when she went undercover on a cruise ship, and battled Atuma at the end of it.)**

"I love it!" Peter said, in a charming manner. He placed his arm around her's and opened up the door. "Shall we, my lady?" he asked.

Natasha giggled, "Oh, Peter, you're such a gentleman." and they went out the door, to enjoy their date.

* * *

Elsewhere, Mysterio, his lowly assistant, Harvey, and their new partner: Carnage were up to no good. Carnage had told Mysterio about the houses he had looked into, during the time he did not have his Symbiote.

"Yesssss, that is the house I looked into when I was out and about." Carnage said, in a menacing voice. "It was the one that belonged to a man named Ben Parker, who got shot by someone I killed already."

"Who might that be?" asked Harvey.

"Well, it was Dennis Carradine." Carnage told. "He robbed a wrestling arena that very night he killed Mr. Parker, and Dennis was put jail soon after."

"Ah, so what do you have in mind?" Mysterio wondered.

"Well..." Carnage started relaying the plan to Mysterio.

"Oh, yes, that's good." Mysterio said, agreeing with what the red Symbiote man had said. "Harvey, send in Hammerhead and the Enforcers to see if they can find anything useful in that house, while it's occupants are out."

"Yes, sir." Harvey said as he went to the phone.

* * *

Later, in Central Park, Peter and Natasha were looking up at the sky, and feeling the wind blowing on them. The wind blew Natasha's hair like it was liquid metal, and Peter was easily speechless about that as he looked at her.

 **(I'll Be Your Everything by Youngstown plays.)**

"You can stop staring at me like that, Pete." Natasha said, breaking the silence.

"Oh, right." Peter said feeling his face burn. "Oh, see that place, just across the way?" Peter said as he pointed to a building across from them. "That's the Baxter Building."

"I've met the Fantastic Four, Peter." Natasha said. "Dr. Richards and Sue are on vacation in the Bahamas, Johnny is still sulking about his relationship with Crystal, and Ben is over at Yance Street, beating up gangsters right now."

"Wow, they're always so busy." Peter said,while placing his hand on the bench. "So, anything you would like to get off your mind?"

"Sure, I got time to shoot the breeze."

"Okay, well, I've been meaning to ask, what do you like in a man?" Peter said, nonchalantly breaking the ice.

"Well, I like a guy who can hold his own in a fight, is smart, humorous and above all, a good person I can trust." Natasha replied, as she placed her hand on Peter's, feeling her heart beat fast.

"I like the kind of woman who's a skilled fighter, someone who's strong, pretty, wise and everything else. Someone like...You, Nat." Peter said leaning in towards her.

"Oh, thank you, darling." Natasha said, seductively.

"Peter, is that you?" a voice asked, Peter knew it sounded familiar. He turned around, and saw that Mary Jane Watson and Harry Osborn were there across from his position. But with them were a blonde haired boy with icy blue eyes, wearing a red t-shirt, white long-sleeve, khaki pants and gray and white sneakers. Next to Harry was another redheaded girl, with a tan short-sleeve jacket, green tank-top, blue jeans, and light brow shoes.

"Oh, Mary Jane, Harry, how's it going?" Peter asked nervously.

"Just fine, dude." Harry said.

"So, who are they with you?" Peter wondered.

"Hey man. Names Bobby Drake." Bobby said shaking Peter's hand. "I saw the way you got wedged between the blonde Russian transfer girl, and Ms. Rushman the other day. I was just browsing around Midtown High at the time. I told MJ and Harry about what happened to Zack Ryder on Raw the night After WrestleMania. However, I hope Roman Reigns gets Rusev's U.S. Title however."

"Yeah, me too." Peter replied to Bobby's statement.

"And I'm Angelica Jones." the third redhead responded. "I'm from Westchester. And Harry's your best friend, right?"

"Yeah."

"He's actually really handsome." Angelica said, making Harry blush.

"Oh, come on Angel, you said that about Kurt before, and Scott." Bobby said, complaining to her. He focused his attention back to Peter. "Angelica and I go to the same school. And, right now, we're just taking an absence from it for the weekend."

"Good to know." Natasha said. "I'm Natalya Randall, but my friends call me Nat for short."

"Mary Jane Watson." Mary Jane said, shaking Nat's hand, feeling how tight it was. "Ooh, strong grip."

"Thanks. Been working on it." Nat said.

"So, Nat, what are doing with Peter?" Harry asked.

"Oh, uh...Her and I are on a date." Peter answered, shocking the 'would-be' reporter and rich boy dead in their tracks. Bobby and Angelica were amazed by this too.

"Whoa, Peter, how did you score a hottie like her?" Harry asked, wanting to know. Mary Jane jabbed Harry in the ribs. "Ow, I wanna know."

"Me too, Harry." MJ said to him. "But, need I remind you that she is taken?" she then turned her attention back to Peter. "So, how did you get her to be with you?" she inquired.

"Oh, I just used the ol' Parker charm, and BAM, here she is." Peter answered.

Mary Jane raised her eyebrow, but Bobby folded his arms with jealousy, while Angelica just stood there, mouth agape. "So, how old are you, Nat?" Harry wondered.

"I'm 19." Nat said, trying to cover her age.

"You're a year older than Peter, aren't you?" Angelica said.

"Yep, and I'm in college." Nat stated to the third redhead. This caused the young ones jaws to drop to the ground. "I'm trying get a major in law enforcement."

"Dude, that is righteous." Harry said to his bud. "I never expected my best friend to score a college babe who's wanting to enforce the law."

"Thanks." Peter said nervously. "So, what are you doing here?" he wondered.

"Well, just thought you'd like to meet our new friends." Mary Jane said.

"Well, this sure is surprising indeed." a voice said, as we see someone walking over to them. The guy was wearing shades, a black t-shirt, blue hoodie, red sweats, jogging sneakers and had hair similar to Peter, only it was messy and had a blonde streak in it.

"Uh, excuse us, who are you?" asked Harry.

"My name is Kaine." the shaded guy replied.

Harry, Mary Jane, Bobby, Angelica and 'Natalya' had never met him before. MJ went up and got a good look at him. "You look allot like Peter." she said.

"Well, he and I have the same barber." Kaine stated. "I go there to get my hair tidied up every other Thursday."

"Oh, wow." Peter said, discretely. In his thoughts, he said, "You know, this guy looks a bit familiar to me. I think I've seen him before, plus, I don't remember seeing him in the barber shop I go to." he broke out of his thoughts and turned his head to the stranger. "So, um, Kaine..."

"Yeah?"

"What school do you go to?" Peter asked.

"Oh, I graduated last year at Lowell." Kaine replied, denoting he was from San Francisco.

"Ah, the Bay Area, huh?" Harry wondered, his curiosity. "Who was your teacher?"

"Dr. Johnathan Drew and his wife, Miriam." Kaine stated, admitting he had TWO teachers, instead of one. "I even visited them every now and then."

"Really?" Bobby inquired. "Well, in any case, it's nice to have you here in NYC, Kaine."

"Thanks." Kaine said as he shook hands with each of them.

Bobby got his watch out and said, "Well, look at the time. Angelica and I should be heading back."

"Yeah, we'll see you guys later." Angelica added.

"Wait, guys. Don't you want to hang around with us a little longer?" Mary Jane asked.

"Yeah, we're about to head over to the mall." Harry said. "You know? Socialize there?"

"We would, but something came up and we really gotta go. Maybe another time." Bobby stated.

"Okay, we'll see you guys later." Mary Jane said as she waved.

"Bye!" Bobby and Angelica said back to her, and waved.

However, Kaine went up and asked, "Hey, Bobby, Angelica, mind if I join you? I got nothing to do around here."

"Yeah, sure Kaine." Bobby confirmed. "That'll be cool."

"That is if you define cool." Angelica said, teasing the blonde.

"Very funny, Angel." Bobby said, feeling sarcastic. "Now let's get a move on."

"Fine then." Angelica said.

"Great! Later guys!" Harry said, as he waved as well.

"Bye!" Kaine said as he ran over to Bobby and Angelica.

Harry was bummed about them not staying, and said, "Typical. We invited them to hang out with us, and they turned us down."

"Oh, chill out Harry." M.J. reassured. "I'm sure that they have a good reason for that. Right now, we'll leave it at that."

"Yeah, I guess you're right, M.J." Harry said, then he turned to Peter and Nat. "Pete, you coming with us?"

"Sorry guys, but duty calls. If you know what I mean." Peter joked, as he stared into Nat's eyes.

"Oh, I get it." Harry said, being coy. "You're gonna spend some quality time with your new girlfriend."

"Yep." he replied.

"Okay, see ya later, Petey!" Mary Jane waved, as her and Harry left them alone.

"Have fun you two." Harry added.

"You do the same!" Peter said, as his childhood friends took off.

Nat turned her head back to the boy, "Peter, about that Kaine guy. You and him seem to have the same barber, but, do you have a long-lost older brother you never told anyone about?" she asked. "Don't worry. I'm just asking out of curiosity."

"I don't know, Nat I swear." Peter replied. "I just never thought I'd see a guy who looks like me. In other words, I'm not sure if he's related to me."

"Although, I see a resemblance between you and him." Nat stated.

"Well, I'll get to the bottom of that eventually. Right now..." Natasha put her finger on his lips.

"Are you thinking what I'm thinking right now?" Natasha smiled lovingly.

"Um, nope." Peter said as he was stumped.

"Good." Natasha kissed him on the lips. After they broke off the kiss, Natasha said, "Race ya!" as she ran to the grass.

"Hey, c'mere!" Peter said as he got off the bench, and chased after her playfully.

They ran all over the grass until Peter gently tackled her to the ground where they started laughing before they resumed kissing.

 **(Song Ends)**

* * *

When Peter and Natasha got back from their date, he opened up the door for her.

"After you, my lady." Peter said, as he was formal with the spy.

"Thank you, cutie." Natasha replied, seductively as she kissed him on the lips again. This time with hunger for love in her heart.

But then, after they broke form it, Peter's Spider Sense went off, and he noticed that something was not right. He followed the Spider Sense to his room. Peter opened up the door, and inside, they noticed that the place was covered with dirt, and dust. Peter looked at his middle desk drawer, and spotted it open, as was the window.

"AAAAAAAAHHH! It's gone!" he yelled.

"What is it, Peter?" Nat wondered.

"My formula!" Peter turned around to reply. "My notes on the formula for my web fluid."

Natasha gasped, and realized how important that was to him. "Let me guess, without those note, you won't be able to make any more webbing. Am I Right, Peter?"

"Yes." Peter replied. He began to think, "Okay, who could've wanted to take my formula? Could either be, A.I.M., The Wrecking Crew, The Enforcers, The Frightful Four or maybe Juggernaut?" he wondered. "Well, The Frightful Four haven't been seen around here lately, so that rules them out." He then focused his attention back to Natasha.

"So, you have some suspects, right, Pete?" Natasha asked, with an inquiring look in her eyes.

"Yes, I know it couldn't have been the Frightful Four, cause their locked up." Peter began to pace, and broke into his elaboration. "My suspects are in this order: AIM, The Enforcers, The Wreckiing Crew and Juggernaut."

Natasha began to think, "I think it's time to have a chat with them."

"I second that emotion, babe." Peter said, as he got his costume out, and Natasha got into hers. Nat noticed that Peter was looking.

"Sweetie, could you please try to keep your focus?" she asked, trying not to get mad at him.

"Oh, sorry, Widow!" Peter said as he put the Spider-Man mask on, and went out of the room.

After Natasha had gotten her Black Widow costume on, Spidey noticed that it was the new one she had. It lit up blue, while she had the red hourglass logo on her bosom. "Whoa, I like that outfit of yours, gorgeous."

"Thanks, honey." Natasha said back at him, with a flirty wink as she got into her car, Peter got in the passenger seat right next to her. "Now, let's get your formula back before anyone has a chance to use it!" she added with determination in her eyes.

* * *

We now see M.O.D.O.K. and his A.I.M. Troops, working tirelessly in their hideaway. But then, the alarm went off and one of the trooops went over to M.O.D.O.K. and he had a frantic look on his face.

"M.O.D.O.K.! We have Intruders!" the A.I.M. goon said, as he felt startled.

"Intruders? At a time like this!?" M.O.D.O.K. said, angrily slamming his fist on the arm of his chair.

"Yes and they appear to be...SPIDERS!" the trooper said.

"WHAT!?" he said as he was frustrated.

"Hey! What's up M.O.D.O.K.?" a voice joked. "I see you've redecorated the place. Maybe we could give you a hand with that some more." the voice turned out to be Spider-Man, when he and Black Widow dropped into the room via the rafters.

"Spider-Man and Black Widow!?" M.O.D.O.K. said, as he did not expect the two of them together.

"Yeah, she's with me. No questions asked!" Spidey said, making his point clear.

"We're here to interrogate you, M.O.D.O.K. because you have something that belongs to him." Widow added.

"Like what?" M.O.D.O.K. demanded.

"The formula to my web fluid, ya big headed jerk!" Spider-Man stated, feeling serious.

M.O.D.O.K. and his troopers were a little inquired about that statement. "Ha! That is utterly preposterous!" M.O.D.O.K. said. "If I had, I would use it to create a dangerous weapon capable of destroying the entire city."

Spider-Man and Black Widow were wide-eyed in confusion, as they looked at each other after M.O.D.O.K. said his statement. "So, you're sayin', you don't have it on ya?"

"No, you idiot! I, M.O.D.O.K. did not steal your precious web fluid formula!" the computerized villain said, as he got his goons pointing their guns at the spiders.

"Okay, you convinced me." Spider-Man stated. "He didn't swipe it, Widow."

"Yeah, that's true. But, we're still kicking their asses anyway." Natasha said, as she felt the need to fight.

"Good point, Widow." Spider-Man said, as he agreed with that notion. "So...Let's go!"

"GET THEM!" M.O.D.O.K. commanded, as his A.I.M. troops began to fight them. Spider-Man took five of them down with a baseball slide, and then boosted it with his Maximum Spider move. Black Widow used her Widow's Sting on them, and then used her batons to bash some of them up. Then a few more A.I.M. goons came in, and tried to bombard them, but the two spiders knocked them down anyway.

M.O.D.O.K. tried to get away, but Spider-Man shot out his webbing, and yanked him over, then punched him in the man parts of his big head. The A.I.M. computer was down on the side of his head, and Spider-Man had tied him up. "Okay, M.O.D.O.K., if you didn't steal my web fluid formula, who did?" he demanded.

"I-I don't know. And neither does A.I.M.." M.O.D.O.K. stated.

Black Widow had a wicked smirk on her face, "You wouldn't lie to us now. Would you?" she asked, coyly.

"No, ugh of course not!" M.O.D.O.K. grunted.

"He's telling the truth, Widow." Spider-Man said, even if he hated to admit it. "But, he's getting a punt in the face anyway." he lined M.O.D.O.K. up for Widow to kick him and his goons. "Ready?"

"Ready." Widow replied, while she put her batons away.

M.O.D.O.K. screamed as Black Widow ran up, and football punted him, and sent him flying toward the remaining AIM henchmen.

"Goal! And a strike." Spider-Man said. "Now that scratches A.I.M. on the suspect list. Let's try the Wrecking Crew."

Widow had her eyebrow raised, "The Wrecking Crew?" she asked. "Why them? They're not that smart."

"I know, but it's a possibility." Spidey said, as he and Widow raced back to the car.

* * *

In Chinatown, New York, Spider-Man and the Black Widow were on a rooftop of a Chinese Restaurant, beginning their stakeout to look for the Wrecking Crew. Last time the web-head fought them, they were causing trust issues between Spider-Man and Damage Control (the group who cleans up after the superhero battles.)

"Are you sure that the Wrecking Crew are coming here to Chinatown?" he asked. "I mean, they wouldn't come here without causing destruction, y'know." Spidey added feeling befuddled.

"They'll come, darling. Just be..." Natasha said, reassuring the wall-crawler. But then, the Wrecking Crew walked down the path. "Ready, right now. They're approaching our way." the spiders noticed them walking, Wrecker was in a green and purple outfit, holding a crowbar, and with him were Bulldozer, Piledriver and Thunderball. Thunderball was a Harlem man, with a ball and chain around him. Piledriver was a blonde man in a red and white costume with blue trunks. And, Bulldozer was in an orange and silver costume, with a mask that only showed his eyes and mouth.

"Guess I won't be questioning your resources or intuition ever again." Spidey said, trying not make Widow mad.

"Good." Widow said, with a smirk on her face. "That's why I'll never make a mistake in thinking you're gullible ever again."

Spidey gasped in shock and dismay. "I'm not perfect, Black Widow. I make mistakes and I learn from them everytime."

"So do I." Widow replied, but then something else was on her mind. "Oh, and Spidey."

"Yeah?"

"When we kissed last night, you touched my body in a very kinky way." Widow answered.

Spider-Man remembered when he felt Natasha's breasts last night, and he knew it was spectacular. He began to blush, as he rubbed the back of his neck. "Oh, sorry about that. I got carried..." Spidey was cut off when Widow placed her finger on his lips.

"That's okay, sweetie. I liked it anyway." she said.

"Alrighty then, let's get back to work." Spider-Man regained his focus. "Wreck the Wrecking Crew and get those muscle heads to talk." he squinted.

"Works for me." Widow said, agreeing with him.

Wrecker stopped and looked around, and he smirked. "Here we are, boys! We arrived in Chinatown!" he said.

"Hell yeah!" Thunderball said, feeling excited. "We're about to raise some hell around here!"

Just then, Bulldozer spoke up and asked the other boys, "Hey, guys, aren't we supposed to get Chinese food and Kung Fu movies since we're breakin' down this place like the Great Wall of China?"

"Yeah, I heard that mystical dragons are real 'round here!" Piledriver stated, feeling startled.

"Shut up, you assholes! We got..." Wrecker was cut off when he got webbed in the face.

Thunderball saw the teen in red and blue, and said, "Oh shit! It's Spider-Man!" The wall-crawler jumped down, and landed on his feet and fingers. The Wrecking Crew had no idea he'd show up.

"In person." Spidey said, as he joked in front of the enemies. He began running towards them, and Black Widow jumped down from the rooftop, and ran in the same direction.

Wrecker pulled the webbing off his face. "Hey, what the!?" Wrecker was shocked.

"CROTCH!" Spider-Man and Black Widow said as the both him right in family jewels.

"Oh, hell! And Black Widow too!" Piledriver said, complaining.

"That's right, chump!" Spidey said, insulting the villain.

"Now, cooperate while you still can, because right now, you're in the middle of an investigation." Black Widow stated, as she got her batons out again, and cranked up the voltage.

Wrecker recovered, and got up. "Fat chance, bitch!" he said. "I don't know why you two spiders are here, but if it's a brawl you want, the Wrecking Crew will be more than happy to give it to ya!" And so, the Wrecking Crew charged at the two spiders, and Spidey and Widow charged at them too.

* * *

As this was going on, Mysterio and Carnage, along with Harvey were watching the battle on their watcher drone.

"Hahahaha! This. Is. Perfect!" Mysterio said. "That wall-crawler and his so-called girlfriend were in the wrong place, but at the right time."

"Agreed, Mysterio." Carnage added. "Though, why do they suspect the Wrecking Crew and AIM?"

"They do not know that we did it, yet." Mysterio added.

"Uh, sir, what do you intend to do after they figure it out?" asked Harvey.

"Just leave that to me." Mysterio replied. "I've also set up a few deals with the Kingpin."

"Oh, I get it." Harvey said, having a wicked smirk on his face. "You hired Alistair Smythe didn't you?"

"NO! You ninnyhead!" Mysterio threw a bowl of pretzels at his underpaid employee. "I heard Lonnie Lincoln."

"How dumb of me sir." Harvey begged.

"Much better, Harvey." Mysterio said, as he continued to watch.

* * *

Spider-Man was busy with Wrecker and Thunderball, while Black Widow was busy with Piledriver. And the blonde masculine villains smacked Widow's buttcheek hard, making her wide eyed in shock. But then, she had an angry look on her face.

"Hee Haw! I always wanted to do that!" Piledriver said, as he and Bulldozer did the low fives, and the backs to each other gesture.

"Oh, you're so gonna pay for this you big handed, flat headed pig!" Widow said, as her anger took over.

"Woo hoo! I like it when you talk dirty to me, darlin'!" Piledriver teased. Then Widow, whacked him with her baton's, and then did a ballet spin, combined with a standing side-kick, hitting Piledriver in the gut, then tripped him up, to the ground.

"Bastard!" Widow said, as she sneered at the villain.

Spider-Man backflipped from Wrecker, and began to think. "Looks like it's time to fight fire with fire!" Spidey pressed the logo on his chest, and switched into his silver and black Spider Armor. This had stunned the Wrecking Crew.

"Fancy armor you got there, webs!" Wrecker said. "It's a damn shame that we'll put a dent in it!" Wrecker readied his crowbar, while Thunderball swung his wrecking ball Spidey.

"Nope." Spider-Man caught the ball with his web, and yanked it until the chain broke.

"Aw, hell no! Not my chain!" Thunderball complained.

"Quit yer whinin' and help me squash that bug!" Wrecker tired to get Thunderball to regain his focus, but he refused.

"Man, fuck you! He's mine!" Thunderball charged toward the web-slinger.

"Here! Check this out!" Spidey blocked Thunderball's fist, and countered by flipping him to the ground, and then put him in a cross armbar on his right arm.

"T-Ball!" Wrecker cried out, as Thunderball screamed in pain.

"Yeah, I know what you're about to say. I learned this from pro wrestling and MMA (Mixed Martial Arts) when it's obvious that I recently improved my fighting skills, by adding martial arts as part of my repertoire. Cool huh?" Spidey commented while Thunderball tapped out, and Spidey released his hold.

"Real cute webs, but not good enough to stop us!" Wrecker said.

"Okay then, come at me and see what happens!"

"Gladly!" Wrecker ran toward Spider-Man, swinging his crowbar in full fury at the web-slinger a few times before Spidey shut him down with a hard roundhouse kick to the abdomen, and a punch in his kisser.

"Ah! Shit!"

"You're gonna love this one." Spidey placed the Wrecker on his shoulders.

"Hey, what the hell are ya doin'!?" Wrecker said, feeling like he did not like it.

"Putting you to sleep!" Spidey threw Wrecker off his shoulders and made him land hard and flat on his back. "Enjoy your brief nap, chumps! Because, when you wake up, I'll make you talk."

As for Black Widow, she was still being bombarded by Piledriver and Bulldozer.

"Woo hoo!" Piledriver said, as he continued to hit on Widow. "I'm enjoyin' wrasslin a pretty dame like you!"

"C'mon, let's finish her off!" Bulldozer added. "We've got places to go, and hell to raise around here!"

"Hell yeah! Music to my ears!" Pilderiver confirmed, but then Widow devised something.

"Then start singing!" Widow pulled out her taser batons, whacked both members of the Wrecking Crew in the guts and tasered them which caused them to scream before she took them down by kicking Bulldozer below the belt, and the face and wrapping her beautiful thighs around Piledriver's neck and spun him in circles until he landed on his head.

"Damn, that had to hurt." Widow joked.

Bulldozer got up and charged toward her, but Black Widow pulled out the pepper spray and sprayed him in the eyes before she tasered him again until he was unconscious. "You muscleheads never learn." Widow joked again.

* * *

Wrecker woke up after being unconscious, and Spider-Man had an angry look on his face, even if he had his mask on.

"Alright, Wrecking Crew. Now that we caught you, I have a serious question to ask you." Spider-Man said.

"What would that be?" asked Wrecker.

"Did you steal my web fluid formula?" the web-head demanded.

"The what now?" Wrecker did not know what he meant.

"You know, the formula to create my web fluid!" Spider-Man was not in the mood for messing around at the moment, but came up with a cover story to hide his identity from the villains, and thought it up quick. "Did you break into someone else's house where I secretly kept it safe from those who would try and swipe it from under my nose!?" he demanded again. Black Widow looked a little worried about her boyfriend.

"No way! We didn't break into some guys's house and steal it!" Wrecker replied. "Not without a reason anyway."

Spider-Man grunted in frustration, and punched Wrecker in the eyes. "This is fuckin' bullshit! I can't believe it! The Wrecking Crew didn't swipe it either!" he began kicking the ground, and Widow held him closer to her bosom.

"Spidey, stay with me!" she said, with a concerned look on her face. "Don't go crazy on me like that! We'll get it back! Just calm down, okay?"

Spider-Man started to take a deep breath, and then let it out. "You're right, Widow. Sorry I went crazy on you like that." he apologized.

"It's alright, sweetie. I know." Black Widow then pulled Spidey's mask to uncover his mouth, and kissed him.

"Hey, get a room will ya?!" Wrecker said, insultingly.

During his lip lock with Black Widow, Spider-Man shot his web at the tied up Wrecking Crew, and electrocuted them with his taser webbing, until they fell unconscious. After they broke from the kiss, Spidey said, "Let's leave them to the boys in blue while we resume searching for new suspects."

"Good idea."Widow added. "But first, I need you to message my ass. Piledriver smacked it way too hard with those huge hands of his." She began rubbing her rear-end, making Spider-Man blush under the mask, and down below he felt erect.

"You're kidding right?" he asked.

"I'm afraid not." Widow replied, sighing as she still felt pain on her backside.

"Well, okay. If you insist." Spidey agreed to it. "But first, let's go find a private spot for me to message your nice looking butt." Spider-Man quickly covered his mouth, knowing that he offended her, by accident. Widow turned her head around, while he covered his mouth. "Sorry!" he said, then started to shiver a bit, denoting he was scared of what she was gonna do.

Widow let out a grieving sigh, "Let's just go okay?" she said calmly.

* * *

Spider-Man scratched AIM and The Wrecking Crew off the suspect list, as he and Black Widow were riding over the city in Widow's car, which now had the roof dropped.

"Okay, A.I.M. didn't do it. Not even the Wrecking Crew." Spidey said as he folded his arms. "Which leaves Juggernaut and the Enforcers on the list. So, either one of them could've stolen my web fluid formula, and used it to create their own...web and use it for evil!" he slammed the arm of his seat in anger.

Black Widow grabbed him by the costume, and said, "Calm down, Spidey. We will get it back. We just need to find and interrogate..." she paused when Spider-Man turned his head around, took his mask off and looked like he was upset. Black Widow held his hand in comfort, and then stroked his head gently."...the Juggernaut first." she said reassuringly.

"I just wish we brought the Hulk with us." Peter said, as he mentioned the muscle of the Avengers.

"Well, it's just the two of us, darling." Widow said as she kissed him on the cheek. "We'll make it work."

Peter smiled at her as he agreed. "But in order to take him down, we'll have to..." he was halted when Widow interrupted.

"Remove his helmet, and target his head." Widow said.

"Yup!" Spider-Man replied. "It's a good thing S.H.I.E.L.D. had files on that guy, otherwise we wouldn't know who we're dealing with."

"Not only that, but we had to determine the threat level of the villain and come up with a strategy."

Spidey knew he hat to agree with that. "Well, since we're facing Juggernaut, we take off his helmet, give him a few couple shots to the head and interrogate him." he said. "I'm betting the guys at Damage Control are gonna have their hands full with the path of destruction that Juggernaut has laid out." he noticed a path made of crushed concrete and pavement, plus a few wrecked street lights and lamp posts.

The ride came to a halt when they landed on another rooftop, Spidey and Widow exited the car. "Right now, we have to find him and make him to talk." Natasha said.

Juggernaut was in his usual red outfit, helmet on his head and was smashing up cars, and an eighteen wheeler flatbed truck. "Ha! That was one hell of a warm up!" he said, in a menacing voice. "Now, to pay the X-Men a little visit, and shake up the Institute a notch! It's been a long time since I saw my stepbrother and made his life a living hell!"

Just then, a ball of webbing came at his back, he was forced around and found our webbed-wonder. "Not so fast, Juggerface!" Spidey taunted. "You're not going anywhere without answering some serious questions first!"

"SPIDER-MAN!?"

"In the flesh!" the wall-crawler said. It was then that Widow jumped down from the rooftop, head facing downward, and then she lifted it up with an angry look on her face.

"And the Black Widow of the Avengers!?"

"That's right, Juggernaut!" Widow said, feeling confident.

"Since when did you become his sidekick?" Juggernaut asked, wanting to know.

Widow heard that word, and then she got really angry, "What the hell did you just say!?"

"I didn't stutter, bitch!" Juggernaut insulted her.

Spider-Man got angry as well, his fist was shaking he then shouted at the giant, "HEY! Nobody calls my girlfriend a sidekick or a bitch and gets away with it!" Spidey snapped out of his rage, and quickly covered his mouth after quickly realizing he had just spilled the beans about his relationship with Black Widow.

"Huh? What did you say?" Juggernaut said with a raised eyebrow under the helmet.

"N-Nothing! It was..." Widow cut Spidey off again, this time with a depressed look on her face.

"Too late, Spider-Man." she sighed. "You told him already."

"I'm sorry, Black Widow." Spidey apologized. "It's just that...He pissed me off by calling you a bitch. And honestly, you're not a sidekick to me, because you're so much better than that."

Widow smiled at him, "Thank you." she replied, and then turned her attention back to the giant in front of them. "Now let's kick him right in the face!"

The two spiders began to charge at him, and they went around him. He began to attack them from either side, but the two dodged the swings of his fists. "Awesome!" Spidey said. "On your left, Widow! I'm goin' right this time!"

Widow was bothered by that a little bit, "Hey! No fair!" she complained.

"Sorry, Widow!" Spidey apologized again. "Nothing personal!"

Juggernaut wasn't about to go down easily, "Bring it on, you stinkin' spiders!" he said. "I'll squash the two of you like the bugs you are!"

"First off, Spiders are ARACHNIDS, not BUGS!" Spidey shouted in anger. "Secondly, WHY IS THAT SO FUCKING HARD FOR YOU TO COMPREHEND!?" he then punched him in the calves and even that was hard. "Ow!"

"Don't worry, Spidey. He's not supposed to understand." Widow added.

* * *

However on the roof that was near the battle, we see someone watching the battle from above. "Could that be the Juggernaut that I heard about?" he said. "He doesn't look so tough."

"Don't get too overconfident." said a female voice, the one on the roof was then joined by two figures, one male and one female.

"She's right." said the male. "Juggernaut has nearly beaten us several times, but we got the better of him."

"You told me that before." the other male replied to the two.

"Should we help them?" asked the female.

"Yes, we should." the male said. "So what are we waiting for?" he jumped off the building, and shot out a web, and stuck to a wall nearby. "When I get in position, you get the drop on Juggernaut."

"Got'ya." the female said.

* * *

As the clash continued, Juggernaut tried to swing his fists at both of the spiders, but they ducked out of the way, and dodged all of his attacks.

 **(Everyone by Backstreet Boys plays)**

"Widow, get behind him and remove his helmet! I'll keep him busy!" Spider-Man said, providing a distraction.

But, Black Widow raised her eyebrow at her boyfriend, "He's too strong for you, y'know."

"Yeah, but I'm gonna give you time to remove his helmet." Spidey said back to his girlfriend.

"Okay, but if that doesn't work..."

"I know, I know." Spidey sent his reply. "Back to the drawing board."

"No..." Widow had an angry look in her eyes. Then she grabbed Spidey by the costume, and said. "We'll be dead as a door nail by then!"

"You got that right, toots." Juggernaut said, taunting her, making her even more mad.

"Go!" Spider-Man said.

"On it!" Widow answered.

The two of them attacked Juggernaut yet again, only Widow was trying to get her window of chance to remove his helmet, while Spidey went in front on the giant in crimson red. "Hey, Spider-Man! You really do like her, do ya!?" Juggernaut teased our web-spinning wonder.

"More than you know, Juggerjackass!" Spidey said insulting him. "They say that bigger muscles makes your manhood much too small!"

"Why you!" Juggernaut said, feeling angry. He charged at Spider-Man, but Spidey jumped right over him, while doing a front-flip, then landed on his feet. Juggernaut once again tried to swing his fists on him, but kept missing the chance when Spidey kept dodging his attacks.

"Hold still, will ya?! You're pissin' me off a lot more!" the giant in red demanded.

"I would, but Black Widow and I are trying to find out who stole the formula for my web fluid and we figure you took it, you..." Spidey got cut off when Juggernaut finally hit him in the face, sending the wall-crawler spinning to the ground.

Juggernaut grabbed Spidey by the head, and said, "You got me all wrong! I didn't take your stupid web fluid formula! Even if I did, I'd give it to Dr. Octopus!"

"Ugh! Like...hell, you...are!" Spidey got loose, and did a fake punch and poked Juggernaut in the eyes. "Widow, now!"

"Got it!" Black Widow said, while she jumped onto the shoulders of the Juggernaut, grabbed her batons and whacked the helmet right off his head, revealing that he had reddish-blonde hair.

"My helmet?! Big mistake babe!" Juggernaut then grabbed Black Widow throwing her off, sending her flying into Spider-Man's arms.

"Gotcha Widow." Spidey said as he caught her.

"Thanks, handsome." Widow said looking deeply into his eyes, like she did before. But then, she refocused her attention towards Juggernaut, who had looked stunned to see that. "Spider-Man, look out!"

"Oh, shit!" Spidey said when he saw Juggernaut throwing a punch at them. Spidey turned around and took the blow to protect Natasha's body, but the blow was so impactful, it sent both spiders hurling to the ground, knocking them out cold.

"Ha! Serves you right, fightin' against the Unstoppable Juggernaut!" he taunted them as they both had their eyes opened. "Now to finish the both of ya off..." he then noticed that a web was shot at his back. "Hey, what the..."

"YOU LEAVE THEM ALONE!" a voice shouted, and out of nowhere came a young man in a skintight black and red outfit with a blue hoodie that had a giant white spider logo on the back and front. The mystery man pounced on the back of Juggernaut's head, and hit him in the face with his knee.

Our heroes and Juggernaut were astounded to see someone else with powers similar to the web-slinger. "Heh, all muscle and no brain or a heart." he said. "You're not as bright as you think you are, punk."

"Who are you?" Juggernaut wondered.

"I'm...the Scarlet Spider!" he said.

Spidey was shocked to hear that one word 'Punk', but, he was even more shocked and looked like he's seen a ghost. "WHAT!? Scarlet Spider? But, how can this be possible?" Spider-Man asked. "I thought you died."

"No! That was my clone." the blue, red and black hero. "I'm the REAL Scarlet Spider, and I have friends in high places."

"You and what army are gonna stop me, Scar-let?" Juggernaut said, before he got blasted by a shot of what looked to be ice covering his legs, he broke out it, and then a ring of fire formed around him.

"Whoo, yeah!" a voiced said coming down from the rooftop near the site, on an ever changing bridge of ice. "How's that for an entrance?" Now we see a young man with a body made entirely out of ice and permafrost, and he had a letter 'X' on his belt. He was joined by a young woman with wavy red hair, that left a spark of fire. She was dressed in a red, black and yellow costume with flames on it, a red mask, and also had a letter 'X', but on her shoulders.

"Oh, great!" Juggernaut complained. "First the spiders, then two of those blasted X-Men! Makes me wanna bash up Charles Xavier even more!" he said, expressing his hatred for the man that was mentioned.

"Not a chance, Juggernaut!" the boy with the icy body said, freezing his legs off again. "We ain't letting you anywhere near Professor X! Not after what you did last time!"

"Bobby, be cautious." the girl in the flame costume said. "Cain Marko is a dangerous opponent.

"Oh, did I forget to mention that the friends I was talking about were Iceman and Firestar of the X-Men?" Scarlet Spider said, as he turned his head to Spidey and Widow.

Spidey was a bit shocked by this information, Widow was not so much surprised. "Bobby?! Angelic?! You guys are Mutants!?" he asked. The two of them nodded in unison.

"Can't say I'm surprised." Black Widow said, as she watched Firestar place another flame ring around the giant in red. Then, Spidey, Widow and Scarlet all knock Juggernaut out at the same time.

 **(Song Ends)**

"Thanks for the help, guys." Spidey said, shaking Iceman's hand, then an arctic breeze went up his spine.

"No problem." Iceman replied. "We're also totally cool superheroes that do totally cool things, you know?"

"Nah, I would say totally hot." Firestart stated.

"You got me there, angel." Iceman said.

"I see your point there." Spidey said.

"All of that aside, why are you three helping us?" Widow asked.

"Because, we know who took Spider-Man's web fluid formula." Scarlet Spider stated.

"Really?!" Spidey said, feeling interested in the knowledge.

"Yes." Scarlet said.

"Then who did it?" Widow wondered.

"Hammerhead!" Scarlet replied. "He hired the Enforcers to break into your house, trash your room and stole your formula."

Spidey was shocked, but Widow did not know what Scarlet was talking about. "They did?" he asked.

"Yeah, they did." Scarlet replied.

"Well, I've heard of Hammerhead." Spidey stated. "Joseph Lorenzini is his real name, and he's one of the most powerful crime and mob bosses this side of Brooklyn. He's probably still doing Kingpin's dirty work as usual." he folded his arms.

"Not exactly, Spidey." Firestar said, interrupting. "He did it on his own."

This news surprised the two spiders to the point where they could not believe their minds. Iceman spoke up, "Yeah. And, after we interrogated one of his henchmen, when I froze them except for their heads, they told us that Hammerhead sent the Enforcers to steal it."

"But what did they steal it for, anyway?" Black Widow asked.

"We don't know yet." Scarlet Spider replied. "All we know so far is that they've been sighted in The Bronx."

"And that's where we're headed tonight!" Spider-Man said, placing his hand on Black Widow's shoulder.

"Well, you're gonna need our help on this one." Scarlet stated. "Because, Hammerhead is a very dangerous and possibly an invincible man. I say that, because he lived to his name and he isn't going to be taken lightly."

"You're telling me!" Spidey answered.

"I have a feeling this will be a tough one." Widow said.

"Enough talk, let's move!" Iceman said, as he made another ice trail, Firestar flew into the air as her hair lit on fire, Scarlet went with Spidey and Widow in her car.

Scarlet got in his seat, buckled up and asked, "Spider-Man, why are riding in a car that can fly, when you can web-swing?"

"I have to conserve my web-fluid." Spidey answered the question. "At least until I get my formula back."

"Oh, how sloppy of me." Scarlet said.

"So, where to, Scarlet Spider?" Widow asked.

"Well, from what Iceman, Firestar and I could deduce, Hammerhead and the Enforcers will be arriving at the trainyard tonight."

"Then, we'll beat them there." Widow said, with a determined smile on her face, bolted it for the train yard, with Iceman and Firestar following.

* * *

A few hours later, Juggernaut was arrested, Spidey, Widow, Iceman, Firestar and Scarlet Spider decided to follow the trail to where Hammerhead and the Enforcers went. They searched until, they stopped at a trainyard in The Bronx. Normally it would have the sounds of men working and doing honest labor, but tonight, it's a den of thieves. Our heroes began their stakeout, and waited for Hammerhead to show up.

 **(Change Into Power by Paul Gordon plays)**

"I know this is gonna sound ridiculous, but are you sure that Hammerhead and the Enforcers are gonna show up?" Spider-Man asked.

"Hell yeah, Spider-Man." Scarlet Spider said taking his hood off. "They'll show up for sure, I can feel it in my bones."

Spidey was mind-boggled by Scarlet's statement. "I see your point there." he said.

Firestar turned her head to Iceman, who was drinking something that looked frozen, she got a mad look on her face, "Iceman, what are you doing? We're in the middle of a stakeout!"she informed.

"What?" Iceman shrugged. "I'm drinking a coke icee. Want some?" he asked the web-head.

"Um, no thanks. Maybe another time." Spider-Man replied. "Besides, I'm just focused on getting my web fluid formula back."

"Okay, suit yourself. You dounno what you're missin' out on." Iceman said, drinking his icee.

"Whatever, it'd be stupid to get a brain freeze while we're waiting for Hammerhead and his chumps to show up." Scarlet said.

"Speaking of which, when I went to have lunch with the Hulk one day, he told me that She-Hulk put the beatdown on A-Bomb and Skarr for accidentally peeping on her when she was sunbathing butt naked while they were playing Pokemon Go."

Iceman and Firestar were wide-eyed when they heard that, Iceman started snickering and Firestar giggled. "Really?" they said.

"Yeah, Hulk told me that himself." Spidey answered before Black Widow placed her finger on his lips.

"Hold that thought, lover. They're here." Widow said, using her binoculars. "Looks like they brought the whole gang with them. And they got guns too."

Spidey looked a little down, but got his face up. "As much as I hate the thought of guns, we'll do fine. After all, there's we can't handle." Spidey said putting his arm around Widow, making her smile.

"You got that right, Spider-Man." Black Widow said.

"Um, guys. Look." Iceman pointed his outstreched finger at serveal more cars arriving, and they appeared to be several mobs, gangsters, cartels and triads. "Judging by these guys, we got trouble."

"Why are they all here? What does the web fluid formula have to do with them?" Black Widow asked.

"Oh, shit!" Spidey cursed. "We gotta find out what they're up to! I hope they're not having a turf war over my formula!"

"You heard him, let's go!" Widow said, as the lot of them went over to the next rooftop, Widow jumped across to keep up with the wall-climber, Scarlet followed, as did Iceman and Firestar. Spidey landed on his hands and feet, perched up high.

* * *

"Seriously, Hammerhead. What are going to do with my Web Fluid formula?" Spidey asked, trying to keep quiet. He was about to move, but Black Widow placed her hand on his shoulder.

"Spidey, slow down!" she scolded. "You can't just rush in there and start a scene with these guys!"

"I'm not!" Spidey shot back. "At least not yet. I'm just trying to find out what they're up to That's all."

Scarlet Spider shushed them, and asked "Do you hear that?"

"Nope." Spidey answered.

 **(Song Ends)**

"They're having an auction over your web fluid formula." Scarlet said back to them. "Look!"

Hammerhead stood at the podium, and said, "Alright, anymore bids for Spider-Man's web fluid formula? Huh? Goin' once, goin' twice!" he held up a gavel.

"I bid 1 million dollars!" said one of the bidders.

"No, 2 million!" said another.

"Fuck that, 4 million!" a third bidder stated.

"Ha! Kiss my ass! 8 million!" said the fourth bidder.

"Oh, yeah? 10 million!" the fifth bidder replied.

"10 million bucks, goin' once, goin' twice!" Hammerhead said, as he raised the gavel.

Our heroes we're shocked to see this happening, even Spider-Man had his fist clenching and shaking, but Black Widow held his hand with that concerned look again. "These sons of bitches are trying to buy your formula! If we don't get it, they'll use it to commit more crime." she said.

Spidey finally calmed down, took a deep breath and said, "Well, we're getting it back right now! And in order to do that, I got a plan." he stated. "Here's what we do." He began to whisper to them, and they all went along with it.

* * *

After Spider-Man unveiled his plan to Black Widow, Scarlet Spider, Iceman and Firestar, the 5 heroes quietly entered through the front door of the warehouse without being caught red handed while the auction over Spidey's web fluid formula was still happening.

"C'mon, you wise guys, we don't have all night!" Hammerhead called to the bidders. "I need more bids before the night is done!"

"50 million!"

"60 million!"

"No, 75 million!"

It was then that a new voice came up, it sounded like Goliath from Gargoyles. "1 billion dollars!" it said, everyone turned around and saw a very tall man with grayish skin and silver hair, dressed in a black shirt, gray business pants and combat boots.

"Huh? Who said 1 billion dollars?!" Hammerhead wondered.

"I did, chumps." he walked out of the shadows and into the light.

"Who the fuck are you?" asked one of the bidders.

"The name's Tombstone." he introduced himself.

"That so? I heard of you Tombstone." Hammerhead stated.

Fancy Dan went up and added, "Yeah, that guy Tombstone is one bad..."he was cut off when Tombstone threw a rock at him, and Fancy Dan dodged it.

"Shut yo mouth!" Tombstone said, making Dan quake with fear.

"...that ever walked in the mean streets of NYC." Dan finished what he was about to say.

"Yep, that guys got one hell of a reputation." Ox confirmed.

"Which is close as the Kingpin of crime himself, Wilson Fisk." Montana added.

"Damn straight." Tombstone said, feeling flattered.

"Nonetheless, you won the auction fair and square." Hammerhead said, shaking Tombstone's hand tightly. "Here' the web fluid formula, which was stolen from Spider-Man."

"Oh, yeah!" Tombstone said with an evilly satisfied look on his face. "With this, nobody will know what hit 'em!"

"And what about the money?" Hammerhead asked.

"You'll get what you paid for, after I receive the papers." Tombstone countered.

"Why don't ya show me the money now?" Hammerhead asked again, it was then that an ice dart shot at them, they turned around and saw the heroes jumping at them in a surprise attack.

"How 'bout no way?" Iceman said, while he punched one of the cartels.

"Yeah, what he said." Spidey added.

"It's Spider-Man! But along with Black Widow of the Avengers, the crimson Spider-Man and two kids from the X-Men?" Ox asked.

"That's right, hammer for brains!" Spider-Man taunted his enemy. "One, the two kids from the X-Men are Iceman and Firestar. Two, the crimson version of yours truly is the Scarlet Spider. Three, the Black Widow of the Avengers you referred to is with me."

The crooks were puzzled about this whole thing, even Hammerhead. "What? Is she your new sidekick?" he wondered, and everyone muttered.

"Dude, seriously? Why do guys like you always refer the famous and beautiful Black Widow as my sidekick?! That makes no sense at..." Widow pushed Spidey back away from the position he was in.

"At my defense, I'm not his sidekick. I'm his new partner." Widow said.

"Which is true." Spider-Man continued. "And finally, number four. You have something that belongs to me, and I want it back!" he demanded.

"The web fluid formula?" Hammerhead inquired.

"Fuckin' right!" Spidey cursed again.

"Well, forget it webhead!" Tombstone insulted. "I bought it, so it's mine!" he said as he turned his back and was walking over to his car, but Scarlet Spider shot his web line, and yanked him back over there, causing him to crash into the other gangsters.

"Oh, no you don't! You're not gonna keep it!" Spidey said, as he swiped the formula back, making Tombstone mad. "That web fluid formula is MY property, and I am NOT let you have it!"

Tombstone got up, brushed the gangsters off and got ready to do something. "You just made a big time mistake, Spider-Man and it's curtains for you and your pals." Hammerhead said, as he got out his tommy guns and pointed them at the heroes. But, the heroes got out of the way when Hammerhead fired on them.

Spidey, Widow, Scarlet, Iceman and Firestar began to formulate a new strategy. Spidey, turned to Widow and said, "Here Widow, take this." giving her the formula. "Guard it with your life."

"You got it, sweetie." Widow accepted, as she kissed the web-head on the cheek. This made Iceman stare at them in a surprised manner.

Firestar hit Iceman with a little ball of fire, which made him snap out of it. "Ow! Firestar, what the hell!?" he yelled.

"You were staring at them, you idiot!" Firestar said, getting up in Iceman's face.

"Mataku." Scarlet Spider said, face-palming himself. It was then that a cry for help could be heard amid the ensuing bedlam.

"HELP! HELP US!"

Iceman heard this, and looked over in the direction it came from. "Guys, look!" he said. "They're host..."

Spider-Man interrupted him and saw that bullets were being shot at them, "Quick! Take cover!" he said, but then saw what Iceman saw. Soon, everyone else saw it too.

"Oh, great." Black Widow said. "Now we got hostages in cages."

"And they're surrounded by triggermen." Scarlet Spider stated.

"That's not all. They've also got those palookas. You do know what the Palookas mean, don't ya?" Spider-Man asked.

"Never mind that." Widow corrected the web-head. "We'll have to save them and probably take down Hammerhead."

"Well, I'm open to suggestions." Firestar said.

"My brain hatched another idea." Spider-Man stated. "I'll neutralize the Palookas while you guys put the hurt these gun toting punks so we can free the hostages from their cages."

"How're you gonna do that?" Iceman asked.

"It's simple." Spidey pressed the symbol on his chest, and he went from his usual red and blue to black and neon green. "Spider Stealth."

This took the two X-Men by surprise, "Cool!" they said in unison, before Black Widow shushed them.

"Well, that was intriguing." Scarlet Spider said, as his mind was blown. _"I didn't know he could do that. He must have gotten an upgrade, but even so, I have to aid him in the future."_ he thought.

* * *

At Phil Coulson's base, Sparkplug was getting a closer look at the specimen that was in the pod. He wiped some sweat off of it, and noticed that there was someone sleeping inside of it. I looked like a teenage girl with long brown hair, but dressed in a black costume with red gloves boots and a big red spider logo on her that went from her chest to her midsection. He then rushed all the way to Phil Coulson's office.

"Uh, Coulson." Sparkplug said, opening the doors.

"What is it, Sparkplug?" Phil asked, as he turned around and saw his medic.

"I found out what was in the pod." Sprakplug said back. "Come on, I'll show you." Sparkplug brought Coulson over to the pod, and he was surprised to see this shocking development.

"There's a girl in that pod, and you decided to show me now?" Coulson asked, wanting an explanation.

"Yes, sir." Sparkplug decided to do some sort of brilliant deduction. "From what I can figure, she has been asleep in this pod for years, and she might have been experimented on by either the Kree or the Skrulls. I hope it was neither of them."

Coulson was deep in thought about what the next move was. Until, at last, he said to the Inhuman doctor, "Keep doing your analysis of the girl in their. But, don't wake her up yet. We need to know more about her."

"Roger that, Phil." Sparkplug said, with a salute and stood at attention. Coulson went back to his office, and Sparkplug kept overlooking to girl in the pod, it was then that he was joined by Mockingbird.

"Sparkplug, who is that?" she wondered.

"I'm not sure yet, Bobbi." he replied. "But, I'm sure this dust right here at the bottom of the pod can tell the story." he noticed some dust on what looked like a label. Bobbi removed the dust, and noticed that it said 'Project Arachnid' on it.

"Project Arachnid, what could it be?" Bobbi wondered again.

"Well, whatever it is, I hope it's on our side." Sparkplug said, hoping for the best. "Otherwise, we're done for." Bobbi went back to an arm wrestling match she was having with Quake, and Sparkplug kept looking into this with the use of his computer.

* * *

Meanwhile, Spidey, still in his stealth outfit was still looking for a way to take down the Palooka's guarding the hostages, while Black Widow, Scarlet Spider, Iceman and Firestar worked on a way to get rid of the backup gunners.

"Hey, you wanna smoke?" asked a guard.

"Yeah, I was startin' ta get bored here." said another.

"Yeah, me too." said a third guard, as he pointed his gun at a hostages face.

"Hey, put that thing away." guard #3 said. "You know those things will kill you."

"Oh, fuck off you pussy!" guard #1 countered.

"Yeah, and keep your stinkin' eyes open and ears sharp for whatever or whoever wants to fuck with the likes of us."

"Well, fuck you then asshole." guard #2 replied. It was then that one of them got grabbed by something that couldn't be seen. He was then tied up in a webbing coccon.

"Hey, what gives!?" the first guard asked, wanting to know what was going on.

"Really dude?" Spider-Man asked, but no one saw him. "Is that the only question you asked?"

"What the hell? Who said that?" the guard asked, but there was still no one around.

"C'mon fellas. You have to ask better questions than that." Spidey joked again.

"Wait, wait! Let me guess, um, Marco?"

Spidey turned his stealth mode off, appeared in front of them and shot his web. "Polo!" he shots as he electrocuted them. "Now, guys!" he said speaking into his comm-link in his mask.

"Let's move!" Widow said as they bolted to save the hostages. But first, they had to get rid of the extra gunners.

"More superheroes! Get 'em!" one of the guards said, as they all charged.

"Yeah right!" Black Widow said, as she did a baseball slide on them, and then a ballet spin with a kick on another. "You boys always make it so easy for us to kick your asses all over the place." she taunted them.

"Seiz who?" the guard barked.

"Seiz the lady, you blasted punk!" Scarlet Spider said, as he webbed them up. Then he pressed the sides of his belt.

"What'd you do?" Black Widow asked.

"I recharged my wrist devices, and it amplifies my webbing." Scarlet said. "My webbing is organic."

"Gross." Widow said. "I hope it can help."

Iceman was taking care of the ones on his end, and decided to knock a few down. "It's time for you dweebs to chill out!" he said, covering them, except for their heads in ice.

One of the guards still free, holding a flame thrower was shooting at him, "Oh, yeah? Well, I'm just warmin' up ice freak!"

The young mutant of permafrost shot a dart at him, knocking his flamethrower out of his hand, and freezing him where he stood. "You were saying?" Iceman teased the guard.

"Let's get ol' hot ass here!" another guard said, causing himself to be torched on the shoulder by her fireball.

"You shouldn't have said that you pervs!" Firestar yelled. "Now you're about to learn the hard way of how hot I really am!" she went maximum flame on them, scaring the crooks.

"NO! NO! Don't burn us, lady! We're just kiddin'!"

"Yeah, y'know? A joke" the guards were still frightened by her mega flame.

"Good." Firestar knocked out both of the guards with a split kick to their faces. "Because the perverted jokes on you two jackasses!" she stated.

"Let's get the hostages out of here, and get them to safety." Spider-Man said, as he pulled a door off of a cage.

"Oh, thank you, Spider-Man!" said one of the hostages.

"No prob, now get to safety." Spidey said.

* * *

Little did they know however, someone was on a rooftop, watching them. It was a female figure, with long red hair, and dressed in a red, navy blue and white costume.

"Be careful, Peter." she said, sounding like a mature version of Mary Jane. "I hope you know what you're doing. And, when I see ya next time, you've absolutely got some explaining to do." she then swung off into the night.

* * *

After the hostages were freed, the heroes regrouped to think of another thing to do.

"Okay, now that the hostages are out of harms way, what do you say we take the chance to kick some bad guy ass as a way of getting even with them?" Spider-Man asked to his fellow heroes.

"YEAH!" they all said in unison.

"Alright then, let's do it!" Spidey said, as he grabbed Black Widow by the waist, shot a web line out, and began rocketing themselves across the skyline of the trainyard. Scarlet Spider did the same, Iceman left his ice bridge and Firestar began to fly. As they did so, a light was placed on them, and the next thing they knew, a whole lot of gangsters surrounded them.

"Okay, we're surrounded." Iceman complained. "Terrific."

Just then, Hammerhead, Tombstone and the Enforcers showed up to corner them. "All right you goddamn superheroes!" Hammerhead shouted. "Playtime's over! Now hand over the paper or it's curtains for all of you!"

"Yeah, I paid good money for those babies and I'll be damned if I leave hear empty handed!" Tombstone added. "And if you don't give 'em up now, you costume wearin' muthafuckas are about to get hurt!" he said pounding his left hand with his right fist, cracking his knuckles.

"That guy's got a really big mouth." Scarlet Spider said, feeling like he was pent up with rage.

"Yeah, but with enough muscle to back it up!" Tombstone said, feeling conceited.

"So what do we do now, handsome?" Widow asked her spider-powered boyfriend.

"As Captain America said before, we fight!" Spidey said, while he and his allies got ready to fight.

"You wanna fight against us?" Hammerhead wondered, then had an insidious look. "That's fine with me! Either way, you signed your own death warrants, you costumed freaks!"

"Bring it on!" Spider-Man said, as he and the others ran towards them.

"Go get 'em, you lugheads!" Hammerhead ordered his lackeys to attack them, and they did so.

"Lemme get my hands on Spidey's neck!" Tombstone charged toward Spider-Man.

"Oh, shit! That guy is huge!" Spidey said, feeling wide eyed.

"Damn right, webhead!" Tombstone said, as he continued charging at him several times. He finally punches Spidey in the eye.

"He hits hard too!" Spidey said, as he felt pain erupting from his eye.

Some of the gangsters were being taken down by Black Widow. "Alright, Black Widow! Let's see how deadly you are!"

"Yeah, you can't beat..." Black Widow used a karate chop on one of them.

"You were saying?" Black Widow said, with determination in her vessels. "I'm really going to enjoy this." Then she used her combination of martial arts and ballet background to take down Hammerhead's goons. "Fun's over, boys." she added, as she saw Spider-Man getting man handled by Tombstone. Her eyes feared for her lover, "Oh no, Spider-Man!" she raced over to her boyfriend.

Scarlet Spider was locked against Fancy Dan (the ladies man), who had nun-chucks in his hands. "Fancy Dan, huh? I heard you fancy yourself as a martial artist." he said.

"That's right, Crimson face. Judo expert for many years." Fancy Dan said, as he waved his weapon around and around. "No one in this town does better footwork than me!" he boasted.

"Not unless your Bruce Lee." Scarlet countered.

"Yeah, right! Bruce Lee and Chuck Norris ain't got shit on me!" Fancy Dan reacted, and then used a kickboxing move on him.

"Well, I'll be damned. You really are as talented as you say you are."

"Thanks for the compliment, pal. Now to take you out!" Fancy Dan went for a punch.

"To where?" Scarlet Spider stopped Fancy Dan with a boot to the face. "Oh, I get it!" Fancy Dan sat back up only to be knocked out by Scarlet Spider's roundhouse to the face. "Right into the ground!" Scarlet laughed a little bit. "Serves you right for yapping all the time!" he rubbed it in some more.

Firestar was right in the middle of a face-off with Montana. "Alright little lady, I'm a-gonna lasso you up." Montana said.

"Really? You've got to be kidding me." Firestar said, before she got ensnared by Montana's lasso.

"Hee Haw!" Montana said again. "Yes siree bob! That'll teach ya to mess with the Enforcers, you little hot stuff!" he taunted yet again.

"About calling me hot stuff..."Firestar used her flames to burn the lasso off of her. "I find that insulting"

"Awwwwww, shoot!" Montana complained, as Firestar took his head off with a superkick.

"Serves you right, jerk!" Firestar said, pounding him in the eye.

Iceman stared down at Ox, the muscle of the Enforcers, and Ox went and said, "Looks like I'm about to break the ice as in ice kid!"

The permafrost hero was enraged by that misconception. "Dude, the name's Iceman!"

"Well, you look like Iceboy to me." Ox countered.

He then squinted in rage. "Dude, Shut. Up!"

"You don't tell em what to..." Iceman had enough, and threw a snowball into Ox's mouth, just for the heck of it.

"Then why don't you cool your jets dude, because you're way too hot under the collar!" Iceman joked.

Ox spat the snowball out, "Why you!" he nearly charged toward Iceman, only to get blasted frozen in ice when the frozen mutant blasted him.

"Chill out while you're at it. I got better things to do." Iceman said.

All the while, Tombstone laughed at Spider-Man who was brutally beaten up by him. "What's the matter, webhead? Got your ass beaten by me?" he said, while he continued to laugh at his expense. Black Widow attempted to kick him in the face, but Tombstone caught her by the feet. "Not so fast, sugar!" he taunted.

"Damn!" Widow cursed.

"You're damn right!" Tombstone said, before threw Black Widow to the ground. "Hurtin' people is my business, bitch! And business is great as hell!"

Black Widow pulled out one of her glowing baton and attempted to electrocute Tombstone, but he caught her right arm to prevent her from doing so. "You ain't gonna light me up, and the Avengers sure as hell can't save your ass as well!" he threatened.

"I wouldn't stress about it!" Widow replied, as Iceman threw a snowball at Tombstone's face.

"Stupid Iceface!" Tombstone said, insulting the X-Man. "It'll take more than your weak little snowball to take me out!"

"You really are an asshole, aren't you?" Iceman countered.

"Eat my fist, you bastard!" Scarlet Spider said, as he leaped over and punched Tombstone in the face, causing his hand to hurt. "Ow! Shit! His skin is hard as diamond!" he shouts.

"Heh, that's what happens when you fall into a pool of chemicals!" Tombstone stated about how he got to be what he is today.

Black Widow pulled out the other glowing baton with her left arm and electrocuted Tombstone where he stood until he lost consciousness before she attended to Spider-Man, who woke up groaning in pain.

Hammerhead grunted with frustration as his goons were all, "Nuts to this, let's beat it."

"Right behind ya." another goon said.

"Yeah, run away!" Scarlet Spider taunted.

Hammerhead was absolutely infuriated, "You idiots! You're all worthless pieces of shit!" he shouted. "You know what? To hell with this, I'm outta 'ere!" he then bolted off, tommy guns in hands.

"Spidey, babe, are you alright?" she asked with concern.

"Yeah." Spidey replied. "It's just that I got way too many shots to the face."

Black Widow showed a comforting smile, "It comes with the territory, dear." she said. "Although, I'd like to make sure that Agent May gets hers for punching you in the face so hard."

"I'd be pleased if you do that."

The two gazed into each others eyes for 10 seconds, until Scarlet Spider interrupted. "Hey, you two love spiders! Hate to interrupt, but Hammerhead is bulldozing his way out of here!"

"Then, let's take him down!" Spidey said, snapping out of his trance, and he along with Widow, Scarlet and the two X-Men to intercept Hammerhead.

* * *

Hammerhead stopped by his limo, and tried to open the door, "Heh, gave 'em the slip!" he said, "I'll pulverize those costumed freaks when I see 'em next time!"

Just as he was about to get in, Spidey stopped Hammerhead dead in his tracks when he shot a web at his head, "Oh no you don't Hammerhead!" he said, as he and the other heroes stopped to corner him. "You stole my web fluid formula, and now it's time to make you pay!" he shook his fist up and down.

"Wrong, webhead! It's the other way around!" Hammerhead removed the webbing from his head, pulled it which sent Spider-Man hurling toward the limousine and crashed into the windshield.

"SPIDER-MAN!" everyone shouted in unison.

"Ow! Okay, that was stupid." Spidey said, before his Spider Sense alerted him that Hammerhead was charging towards him.

"You're askin' for it, wall-crawler!" Hammerhead said, charging at him.

"Yeah, but I ain't getting it!" Spidey said, as he jumped out of the way. Hammerhead hit his head against the side of the vehicle, making a dent in it. "Whoa! No wonder they call you Hammerhead. Your skull must be made of Adamantium or steel."

"I thought they called you that because you had a thing for sharks." Scarlet Spider said, adding the what Spidey stated.

"You got that right, pal!" Hammerhead said, while he turned around. "Pure Adamantium! No headaches, no concussions, no brain damage, none!" he then walked over to the webhead's direction. "I can headbutt anything and anyone I please!"

"Okay then!" Spider-Man then got another idea. "Everyone, listen up! Hammerhead's skull has Adamantium in it! Target only parts of his body and his face, but do not hit his skull!"

"Right!" everyone said, and executed Spidey's idea.

"Hey, Hammerhead, how 'bout some ice boxing?" Iceman said, using a mallet he mad of his element.

"How 'bout no?" Hammerhead replied, as he headbutted Iceman's ice hammer.

"Dude, no fair! You can't just break the ice from my hands!" Iceman shouted!

"Ha! It ain't my fault I broke the ice." Hammerhead retorted witty-ish. "Heh, get it? Broke the ice?"

Iceman had another dosage of anger in his eyes, "All right, that's it! You asked for it, you bastard!" Iceman shouted, as he used his powers to freeze Hammerhead's feet, preventing him from moving.

"Aw, c'mon!" Hammerhead complained.

Scarlet Spider, Iceman and Firestar took turns beating the snot out of Hammerhead before Spider-Man and Black Widow use their double team maneuvers to finish him off with Spidey punching him in the jaw and Widow weakening parts of his body.

"Had enough, you hard headed stone face?!" Spidey asked, teasingly.

"Up yours, Spider!" Hammerhead ranted. "I an't goin' back to prison! Not while I'm still here!"

"I was hoping you'd say that." Spidey said, feeling sly. "Everyone!"

The 5 superheroes all knocked Hammerhead out with a 5 way punch to the face, and clonked him down to the concrete, landing back first.

"Serves ya right for swiping my notes, you hard headed bastard!" Spidey said, rubbing it in.

"I'm just glad his jaw wasn't made of Adamantium too, otherwise I'd grab a sledgehammer and smash it across that a-holes ugly mug!." Scarlet Spider said, feeling lucky.

"No, not even a sledgehammer can withstand Adamantium." Widow pointed out.

"Looks like we kicked their rear ends in a big way." Iceman said.

It was then that the sound of police sirens could be heard from a distance. "Now let's round 'em all up. Because judging by the sounds of sirens, I bet the cops are lookin' for the guys who broke into my Aunt's house." Spider-Man said.

* * *

A whole battalion of police cars showed up, with one of them being driven by very familiar private eye.

"All right you mooks, get in. Because, you're heading straight to the slammer, and you're stayin' there for a long, long time!" One of the policemen said, as he cuffed Ox, while the others cuffed Montana, Fancy Dan and Tombstone.

"Oh, yeah?" Hammerhead ranted yet again. "Well, wait til you hear from my lawyers!"

"And mine too! 'Cause I ain't goin' back to that damn shithole of a prison you call Ryker's Island! Tombstone ranted with Hammerhead. "And when I do, I'm gonna squash me a pair of Spiders!" The door slammed on him.

"Not unless your attorneys are Matt Murdock and Jennifer Walters, who are the best damn lawyers in NYC." Spidey said, teasing the two gangsters.

It was then that the heroes were approached by a young woman dressed in a purple jacket, light blue blouse and a black skirt. This was Terri Lee, detective for the NYPD. She approached the 5 superheroes. "Great work nailing these assholes, Spider-Man and Black Widow." she said. "We've been having trouble dealing with scumbags like Hammerhead and Tombstone for a long time. We didn't have any evidence to get the charges to stick until the witnesses told us that the Enforcers who were hired by Hammerhead broke into the Parker residence that belonged to May Parker and stole something."

"Yeah, we got it back and we'll deliver it back to her shortly." Spider-Man stated, trying to keep his cover safe.

"Okay, but under protest." Terri added.

"Hey, what about us?" Iceman asked.

"Yeah, we helped too." Firestar added to what Iceman said.

Terri Lee got a good look at them, "You must be members of the X-Men." she said. "I can tell by your uniforms."

"Yup, I'm Iceman and she's Firestar." Iceman said, as he introduced himself and the girl with him.

Lee didn't know what to make of it at first, but then she had a smile on her. "Well, you X-Men are alright with me." she said. "Just as long as you stay out of trouble while you do what you can to prevent some of the Brotherhood form harming our way of life."

"Fair enough, detective." Iceman said, shaking the detective's hand.

"And speaking of which, our ride's here." Firestar said, as she pointed to the sky. Detective Lee was awestruck when she saw the X-Jet/Blackbird. It looked like the same kind of Blackbird jet that the military used. Terri Lee then turned her attention to Scarlet, who still had his hood off.

"And you must be the Crimson Spider-Man."

"Yeah, detective. But you can call me the Scarlet Spider." Scarlet said.

"Pretty badass, if you ask me." Lee said, as she felt impressed.

Montana, Ox and Fancy Dan got in the same car, and all of them complained about various things. "Dag gummit! I can't believe it!" Montana said.

"Yeah!" Fancy Dan added. "Spider-Man and that broad, Black Widow ruined our chance to get paid by Hammerhead!"

"Along with two X-Men and that dang Scarlet Spider!" Montana added.

"At least, things can't get worse. Can it?" Ox wondered.

"SHUT UP OX!" Montana and Fancy Dan said, in unison.

Spider-Man looked on as the lot of them were being carted away. "Looks like the Enforcers are really gonna be enforced all the way to prison too. But if they have their way, we might not see the last of them if they're lucky." Spidey said.

"Yeah, well, right now, they're going to jail." Detective Lee said. "Anyway, thanks again, guys. We'll take over from here."

"Sure thing, detective Lee." Spidey said, as Terri Lee walked back to her car. "It's been a long day for all of us." Terri Lee drove off back to the precinct she worked at.

Scarlet Spider walked out of Spidey and Widow's path, "You're telling me." he said. "looks like I'll be going back now."

"To where?" Spidey wondered.

"My secret hideaway." Scarlet answered.

"Okay, but if you need anything, I'll..." Spidey was cut off, when Scarlet Spider shot his web at the girders.

"We'll see each other again soon." Scarlet Spider replied, and put his hood back on. "But, until then, you and Black Widow need to get a room." he teased, comically before swinging off into the sky.

 **(Bailamos by Enrique Iglesias plays)**

"Okay, that was awkward." Spidey said. "And rude."

"You can say that again, Spidey." Widow added.

Iceman and Firestar went over to them, and shook their hands. "So Spider-Man, you and the Black Widow can visit the Xavier Institute sometime if it's alright with you." Iceman stated, extending an invite.

"Sure thing." Spidey accepted. "As long as Wolverine doesn't get hostile with me first."

"And if the Avengers and the X-Men don't do the same thing either, considering the history between Wolverine and Hulk." Widow added.

"Yeah, Wolverine can be a jerk and a blood thirsty animal sometimes." Firestar said, pointing out Wolverine's ups and downs. "But, he's a part of the team."

"Yeah, only if you guys would put up with his lack of hygiene." Spider-Man retorted.

"I heard that, webhead." a voice said, sounding raspy and tough. And out came Wolverine in his blue and yellow costume with the stripes on it.

"Oh, crap. Busted." Spidey said, feeling down.

"Yeah, big time" Widow added, when she looked at Wolverine.

"Hey, Romanoff, long time no see." Wolverine greeted.

"Likewise Logan." Widow said back. "You haven't changed after all these years."

"Anyway, what are you doin' hangin' around ol' webhead here?" Wolverine wondered.

"Let's just say that Nick Fury paired us together as partners." Widow replied.

Wolverine with his heightened senses, sniffed around Spider-Man and Black Widow. "Okay, you're making me nervous and uncomfortable now." Spidey said.

"Oh, you're paired together alright." Wolverine got a mischievous look on his jaw. "You musta did more than kissin' her, did ya?" he asked.

Spidey felt like he could not win against a mutant like Wolverine in a battle of words, so he admitted his guilt. "Yeah, I'll admit that we've gotten close recently, like 4 adventures ago." he said.

"It's true Logan, but we're just keeping it a secret from everyone else, mainly Nick Fury." Widow said. Wolverine was not moved, but Iceman and Firestar were most definitely shocked to hear that.

"Okay, now Spidey's officially awesome." Firestar said, smiling at him.

Iceman felt jealous, and like he was getting the "cold shoulder". "hey, what about me?" he complained.

"You're awesome too, Iceman." Firestar said, calming the frigid mutant down. "Just don't get too close to me in your icy form."

"Not unless we regulate our temperatures." Iceman flirted, but got punched in the side of the face.

"In your dreams, Bobby." Firestar countered.

Wolverine laughed feeling impressed with the way Spidey got lucky. "Heh, looks like you grew a set of balls, kiddo." he said. "Although, I'm jealous about the fact that you got yourself a redhead."

"Yeah, but she's no ordinary redhead." Spidey said.

"Right." Wolverine added. "About that, your secret is safe with us. Just as long as these two don't spill it out first. That would cause some of the X-Men to start the gossip back all over the Institute."

Iceman and Firestar felt insulted by the Adamantium skeletoned mutant. "Hey!" they complained.

"Yeah, sure. Now, if you'll excuse us, we're heading back to call it a night. If you get my meaning." Spidey quipped, as he grabbed Black Widow by the waist, which caused her to giggle with joy in her heart.

"So are we." Wolverine walked back to the jet. "C'mon, kiddo's. Let's go. Cyclops is waiting."

"Later guys!" Iceman and Firestar said, as they waved goodbye to their new friends.

"Bye!" Spidey waved back to them.

"Oh, and Spidey?" Wolverine said, before he got into the pilot seat.

"Yeah?"

"Good luck with Romanoff, kid." the Adamantium mutant stated.

"Thanks!" Spider-Man said, giving the thumbs up.

"Don't let it go to your head." Wolverine said, under his breath.

"I heard that!" Spidey stated.

"Whatever!" Logan said, as he and the two X-Men went back to the Xavier School for Gifted Youngsters. Spidey and Widow went back to Widow's car, and went home.

 **(Song Ends)**

* * *

Back at the Parker Residence, Peter and Natasha cleaned up the mess that the Enforcers made, took off their costumes and decided to sleep in their underwear for the night. Peter, who has a black eye on his left eye after the way he was manhandled by the Enforcers, Juggernaut, Tombstone and Hammerhead, decided to call his Aunt May. He picks up his phone, dialed the number and waited, until at last it answered.

"Oh, hello Peter." May said.

"Hey Aunt May." Peter replied back. "I just thought I'd call you right now."

"I'm glad you did, Peter." May added. "I'm at the Barton household, enjoying their hospitality. Hawkeye's wife is being nice and generous. How are you, dear?"

"I'm alive and well, just like I promised."

"Oh, good, dear." May said, feeling relieved to hear this from her nephew. "Oh, and Clint's wife, Laura wants to speak to you."

May put the woman on the phone. "Hello Peter. This is Laura Barton, I'm Clint's wife."

"Hi Laura. Natasha speaks highly of you. Except when your husband possesses the ability to taunt me just because I do better jokes and quips than him." he said. "Not to be bragging or boasting at least."

"That's okay, Pete." Laura stated. "Don't let my husband get to you. If he does, just ignore him. That way, his ego will stop growing even though he's a good man and a great father."

"Trust me, him making fun of me is the least of my problems."

"Oh, and my daughter, Lila, she's a real big fan of yours, along with Nat, Captain America and her father." Laura said, making Peter smile. "She drew a picture of her with the four of you. Isn't she sweet?"

"Wow! That's great!" Peter said, feeling happy. "Tell Lila that I appreciate it."

"I will." Laura said. "Well, I'm turning the phone back over to your aunt. Good night, Peter."

"Good night, Laura."

Laura returned the phone to May, while she went to check on Nathaniel, Cooper and Lila. "So Peter, how's everything back home?"

"Just the same, Aunt May." Peter said to his aunt. "Besides school, homework and being a superhero, I made some more superhero friends, and started dating a really nice, beautiful girl."

This astonished May completely. She had no idea that her nephew's love life was blossoming. "Really?!" she asked, feeling excited, yet whispered.

"Yes, really." Peter replied, smiling. "She's a beautiful redhead."

May raised her eyebrow and got curious. "Mary Jane Watson?"

"Nope, someone else."

"Okay, then. I can't wait to meet her when I get back." May said, feeling eager to meet Peter's lover.

"I'm sure you will, Aunt May." Peter stated. "Have fun on your vacation, and be safe."

"I will Peter. You do the same." May informed. "Right now, I'm turning in. I'll call you later, okay?"

"Okay."

"Good night, Peter." May said, before hanging up.

"Good night, Aunt May." Peter said hanging up his end of the phone.

Natasha walked into the bedroom, wearing her black bra and undies, making Peter blush a very bright red.

"So Nat, I just talked to Aunt May about you, without revealing your name." Peter said, trying to block any and all embarrassment. "And during our conversation, I complimented on you being beautiful." he flirted.

Natasha chuckled a little bit, and had a nice smile on her lips. "Shit, Peter. You're making me blush." she said. "How's your eye?" Natasha asked, taking a look at Peter's eye.

"It's seen better days." Peter replied. "It'll heal properly if I protect myself better."

"It's been a rough day for us today, especially what we've been through to get back your web fluid formula from Hammerhead, Tombstone and the Enforcers." Widow replied.

"Unless Matt Murdock and Jennifer Walters have enough evidence to put 'em all away, I have a feeling we haven't seen the last of them." Peter said. "By the way, do you still have the formula on you?"

Natasha nodded as she pulled it out of her cleavage. "Kept it right here." she pointed at her bosom.

"Thank goodness." Peter replied.

"But, what about that Scarlet Spider?"

Peter suddenly remembered to tell her what had happened with the Scarlet Spider he met. "Oh, about Scarlet Spider, he seemed different from the last time I met him." Peter stated. "Were you aware about the incident where the..."

Widow interrupted him again, "Sinister 6 led by Dr. Octopus penetrated the Triskellion thanks to the original Scarlet Spider who was a mole for Doc Ock in order to steal the Anti-HYDRA Weapon, and take control of HYDRA from Arnim Zola?" she wondered.

"Damn, you catch on fast." Peter said.

Natasha smiled at him, "Not really. Coulson informed me about that incident."

"But, did that also include Scarlet Spider seeing the error of his ways and sacrificed his life to save the city from Doc Ock?"

"Yeah, and you and your aunt named him Ben Riley." Widow said, and Peter nodded. "It was noble of you to name him after your Uncle Ben."

"Sure was." Peter replied, but then began to think. "I wonder if Ben Riley and Kaine are connected somehow, due to their resemblance."

"Probably so." Widow said, as she thought too. "Unless..."

Her and Peter looked at each other, with a surprised look on their faces. "Ben Riley was a clone of the real one!" they said in unison.

"I guess that explains th..., no, wait, I..." Peter began to stutter, but Widow placed her finger on his lips to shush him.

 **(Sumthin' Sumthin' by Maxwell plays)**

"We'll worry about that later. Right now..." Natasha kissed Peter on the lips, before she layed him on his back. "Aren't you supposed to give me a message?"

"Oh, you mean _this_ message?" Peter groped Natasha in the ass and she starts moaning in a sexual manner.

"Not what I had in. In. Mind. But..." Natasha moaned while she spoke raspy. "...this. Will. Have. To. Do." Peter could tell that she liked it, by the way she moaned. The way he gave it was amazing, Natasha wanted to return the favor, but she was too much engulfed in her own ecstasy. It was so intense she nearly fainted, but Peter caught her.

After finishing messaging her perfectly round rear-end, Peter asked, "Feeling Better?"

Natasha replied by smiling seductively at him, taking off her bra, exposing her firm bosom and kissed him, leaving lipstick marks all over his face.

"I'll take that as a yes." Peter said, "C'mere babe." Peter pulled Natasha onto him, causing her to giggle before they resumed kissing each other on the lips like they usually do. Then the broke for air.

"Oh, Peter, I love you, baby." Natasha said.

"I love you too, Natasha." Peter replied, and they kissed again.

* * *

As the two spiders were enjoying themselves, Scarlet Spider was outside on a different rooftop, overlooking Peter's house. "Do not worry, Peter." he said, taking off his hood and mask. Revealing his face to be Kaine. "When the time comes, I will reveal myself to you...Little brother." and then he swings off into the moonlight. But, little did he know, someone was following him without being seen. He looked like Goblin, only he was wearing an orange hood, a monster mask, and had a purple glider, and around his back was a nap sack.

"That's it, Scarlet Spider, I'll never forget you." he said, sounding like Nightmare, only different. "I just need to wait, and then...You will be my prisoner!" he laughed evilly in a way that sounded like a certain villain people know and despise.

 **(Song Ends)**

To Be Continued...

* * *

There you have it, chapter 5 is done, and I hope that you all had a wonderful rest of the summer. The heat is stubborn. Plus, ERoc901 Tha Clean Up Man had me add Lonnie Thompson Lincoln/Tombstone and Terri Lee from the Spider-Man 90's cartoon, and I know she has a whirlwind romance with Eric Brooks/Blade the Daywalker, and I show that later on, along with Carlie Cooper and Jean DeWolff. But first, I'm gonna get to work on the next chapter of this story.

Stay tuned for Chapter 6: Spiders, Surfers and Star-Lords, Oh My! Star-Lord (Peter Quill) need's Spider-Man and Black Widow's help to save the Guardians Of The Galaxy from Terrax. But their not alone, Silver Surfer is on the way. What will happen? Find out next time!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	6. Spiders, Surfers and Star-Lords, Oh My!

Hi people! Me and ERoc901 Tha Clean Up Man are back for another chapter of this story. Here's how it goes: Spidey and Widow have to help Star-Lord save the Guardians Of The Galaxy from Terrax, but the Silver Surfer decides to help our heroes as well. Plus, I am thanking someone for the use of one of their characters, someone from OmegaCluster at the end of the chapter. What will happen next? Let's find out!

* * *

Disclaimer: Same as before.

* * *

Chapter 6: Spiders, Surfers and Star-Lords, Oh My!

The sun was setting in New York City, and our hero, Spider-Man was right in the middle of a battle on a rooftop, against a member of the Frightful Four: Thundra, the ruthless warrior woman from an alternate future timeline. Thundra was swinging her mace around like a maniac, but Spider-Man kept dodging her swings. In his thoughts, "Yep, that's right. Thundra is back." he still kept avoiding her hits. "If you're wondering who she's with, she's a member of the Frightful Four. Those guys are bad news. I don't see Wizard, Klaw or Trapster with her at all." he then focused his attention to when she punched him in the abdomen, sending him flying into a water tower. "Whoa, Thundra! Looks like you're still mad about the time I kicked your Amazonian ass, and whooped your pals, the Frightful Four around!"

Thundra stood abruptly, facing him from a short distance. "More than that bug, you humiliated us!" she countered. "Now, I'm gonna return the favor by smashing you to pieces!"

"Hey, that's the Hulk's thing!" Spidey retorted. "Or are you trying to pull a She-Hulk?"

"Shut up! Just shut the hell up!" Thundra punched Spider-Man in the jaw, and kicked him in the side.

"Ow! Me and my big mouth!" he complained to himself.

"You got that right, web slinger." Thundra put her fist into her palm, and cracked her knuckles. "Now, you're gonna learn the hard way about fucking around with the Frightful Four!" she grabbed our webbed wonder by the neck and held him against the nearby wall. Spidey tried to struggle his way out of it, but she was too strong for him. Spidey then see's his girlfriend getting ready to use her weapons on the ruthless Amazon.

"I hate to be a party pooper, but, say hello to my beautiful little friend." Spidey said, as a dart shot passed Thundra's hand, causing her to let the webhead go.

"Hey, who did that?" Thundra wondered.

"I did, Thundra!" said a familiar voice, and out came Black Widow, ready to defend her boyfriend. This time she was in the S.H.I.E.L.D. outfit she wore when her, Falcon and Hulk left Iron Man to be in the Secret Avengers to battle the Winter Guard. "You just made a big mistake picking on Spider-Man."

"The Black Widow?!" Thundra was surprised to see an Avenger show up and help out the wall-crawler.

"Yep, that's her alright." Spidey said, as he got back on his feet. "And, she's with me."

"WHAT?!" Thundra wondered, and then she got kicked in the face by Widow. "OW, my face!" she said wincing in pain.

Widow then turned her attention to Spider-Man, and she placed her hands on her hips. "Typical." she said. "I just finished my workout at Avengers Tower while you were tossed around like a rag doll by that She-Hulk wannabe."

"I know." Spidey responded. "I just finished my homework and done some chores around the house before Fury informed me of Thundra striking like a female bodybuilding thunderbolt."

"Let me give her some painful licks before we take her down, handsome." Widow said to her young lover.

"Sure thing, ladies first." Spider-Man said back to her.

"Thank you." Widow kissed Spidey on the cheek before she charged toward Thundra.

Under the mask, Spidey smiled. "She's a total babe. She keeps reminding me of how much I love her." he commented to himself.

Thundra focused her attention on the Russian redhead, "Better get ready Black Widow, because I'm gonna break every bone in your body!" the Amazonian villain said, as she got up.

"I'd like to see you try!" Widow countered.

"Gladly!" Thundra attempted to attack Black Widow, but Natasha gracefully dodged her attacks and countered with her own.

"Damn you, Black Widow!" Thundra shouted. "I'll break your neck for that!"

"Nope!" Widow said, getting out of the way. "Spidey, now!" she signaled.

Spidey got up and lunged at Thundra. "Right! Hey, Thundra! Eat the Phenomenal Forearm!" he said, using a wrestling move on her, hitting her right in the face so hard he broke her in the one place where no woman should ever be hit.

"OW! My nose! You broke my nose!" Thundra shouted, and winced in pain.

Widow raised her eyebrow at Spidey when he turned his head. "Watching wrestling again?" she asked.

"Yeah, and MMA." Spidey answered. "Just thought I'd improve my fighting skills by watching them and taking pointers from Iron Fist and Captain America back when he was guest combat instructor at the S.H.I.E.L.D. Academy."

"Don't get cocky, Spidey." Widow stated. "Tony Stark had to learn the hard way of letting his arrogance get the better of him."

"Point taken, Widow." Spidey agreed.

Natasha placed her hand on his shoulder. "I'm just looking out for you, that's all. Although I can hold my own in a fight."

Spidey raised the eyebrow of his mask, "Oh, great. Now you're bragging and boasting." he said sarcastically.

"Shut up." Widow countered slyly.

"Sorry." Spidey whispered, and then Thundra regained her composure, and was extra angry.

"THAT'S IT! PLAYTIME'S OVER! DIE YOU STUPID SPIDERS!" Thundra yelled with ferocity and charged at them, swinging her mace in full fury.

"No way, Jose!" Spidey said, as he shot his web at Thundra's mace, yanking it out of her hands. Next, Spidey and Black Widow grabbed her by the arms and catapulted her across the building, and made her crash onto the ground, leaving a crater of broken concrete. "Like the saying goes, The bigger they are, the harder they fall." he said, as he and the Russian Avenger looked over Thundra's fall.

"Very cliché if you ask me." Widow replied.

"Anyway, let's call S.H.I.E.L.D. and turn Thundra in." The web-slinger added, and he then started staring at Natasha who while during the battle exposed her assets. "By the way, your boobs are showing without exposing your nipples." he said.

Natasha looked down at her bosom while she ignored the perverted saying, and replied. "So what? They needed to breath."

* * *

As soon as Thundra woke up from her unconscious state, she was already behind bars thanks to the proper authorities. Spider-Man and Black Widow were overlooking the city, and Widow couldn't take her eyes of our web-spinning wonder. Spidey also gazed into Natasha's beautiful eyes.

"Now that Thundra's arrested, what do ya say we get some grub, then head back to the house?" Spidey asked.

"Yeah, I could use something better than Shawarma." Widow said, agreeing with the webhead. But then, there was a beep that was in the style of the song Crank It Up by Ashley Tisdale. "Spidey, your watch is receiving a distress signal."

Spidey complained, "Aw, c'mon! Who could it be?" he then pressed the button, and an image popped up. It looked like a guy with pewter eyes short brown hair that looked messy, and his jaw was rugged. "Oh, it's Star-Lord, leader of the Guardians Of The Galaxy." Spidey recognized him instantly. He had encountered the Guardians before, when he would travel around with Nova.

"Oh, God. It's Peter Quill." Natasha grieved.

"Spider-Man, Black Widow, thank God!" Star-Lord said, feeling relief. "Get inside the ship, because I need your help to save my teammates and the universe as well!" he said again. He needed backup to save his team. "I'll explain the rest on the way!"

"But why?" Spidey asked.

"Okay, reason number 2, it's Terrax!" Star-Lord replied.

"Terrax?!" Natasha was shocked to hear that name again.

"Oh, shit!" Spider-Man and Black Widow said in unison.

"We're on our way right now!" The wall crawler was about to run off, but Widow brought him back to the spot they were standing in.

"Spidey, look!" Widow said, as she pointed up, and there was Star-Lord's ship: the Milano.

"Quill's already here? Okay, let's go!" The ship landed on the rooftop, and Spidey turned his attention to Widow. "I wonder what Terrax is up to this time? Doin' Galactus' dirty work as always?"

"I hope not!" Natasha said. "If he is, then we're in serious trouble." The two spider's got onto the Milano, and joined Star-Lord in the pilot spot.

"Hey there, Webhead, Romanoff." Star-Lord said, greeting the both of them, as he put his ship on auto-pilot. "Whoa, did you guys upgrade your outfits?" he asked.

"Yep." Spidey began to show the former Ravager the upgrades he got. First was the red and blue armor, then the black and neon green, then black and silver armor. "Leo Fitz and Jemma Simmons upgraded my outfit, just in case I need to fight the Sinister 6, or infiltrate a HYDRA base. But I'm using the horrifying black and red one as a last resort."

"Oh, it can't be that horrifying." Star-Lord said. "Show me anyway. I can take it."

Spidey let out a grieving sigh, and pressed his logo again, and was in the red and black outfit with the black lenses on his mask. The arms were in the back of the outfit, but he retracted them. Star-Lord was in awe by it. "Wow, that outfit looks like it should be in the movies." he said.

"Yeah, horror movies is more like it." Spidey switched back to his main costume, and showed Star-Lord Widow's S.H.I.E.L.D. uniform.

"And, your in S.H.I.E.L.D. gear, Natasha?" Quill asked.

"I wore this, when I was in the Secret Avengers." Widow stated.

Spidey then interjected and got to the point, "Okay, Star-Lord, now that we're here, care to tell us from the start about Terrax and him capturing the Guardians Of The Galaxy?" he asked.

"Yeah." the human/alien royalty hybrid got right to his briefing. "Terrax somehow escaped from a space prison known as the Kyln, seeking revenge on Galactus for their falling out. Something we didn't even know anything about, accept the Nova Corps, who knew how much of a threat Terrax really is along with Ronan The Accuser, Galactus and Thanos. Me and my fellow Guardians were arguing as usual while we're travelling all over the galaxy for fun, adventure and the usual thing until we were attacked by Terrax and his minions. We fought back as hard as we could, mainly Drax and Gamora, but we still got our asses handed to us and just like that, I black out while Drax, Gamora, Rocket and Groot were taken as his prisoners. I figured that I would find the dude in silver with a surfboard, the guy known as the Silver Surfer and reluctantly asked him to help because of his past with Terrax, Ronan and Galactus. But, unfortunately for me, he's busy fighting against Nebula who happens to be Ronan's right hand, daughter of Thanos and estranged sister of Gamora, and her minions from the Negative, which is really the worst time for a situation and so shitty by the way." Spidey and Widow were bug eyed in surprise. "That's where the three of you come in."

Spidey was confused by what he meant. "Three of us? But it's only..." Spidey got interrupted when, Nova came in.

"Hey guys!" Nova said. "Star-Lord contacted S.H.I.E.L.D. and Director Fury approved the three of us going on the mission! So yeah, I'm helping too!" he flew onto the bridge of the Milano, Spidey deadpanned and Widow looked ticked off, and had her lower lip hanging.

"Never mind. Figured it out." the wall-crawler said.

Widow then focused her attention to Quill. "If what you said is true, then we'll help you rescue your friends, stop Terrax and turn him in to the Nova Corps before he goes too far. As far as Gamora is concerned, she has some serious issues given that her reputation is so dangerous." she said.

"Yeah, us Guardians Of The Galaxy have a bad reputation due to our status of being reluctant anti-heros space outlaws. Y'know, heroes that do badass things? Getting our hands dirty in order to save..." Star-Lord rambled, and Spider-Man abruptly interrupted him.

"Okay, okay, okay!" Spidey complained. "We get it, Quill! Jeez!"

"Sorry, Spider-Man. I couldn't help myself." said the Guardian leader. "Anyways, music anyone?" he asked.

"I'm in!" Nova agreed, as did our webbed wonder.

Black Widow had a stern look on her face, and yet she was afraid of something. "It had better not be that song again, Quill." she said.

"Oh, this?" Quill said, as he pressed a button that turned on a music player he had. It played a very classic song from the 70's.

 **(Hooked On A Feeling by Blue Swede plays)**

Widow let out a grieving sigh, "Oh, God. Not that song again." she deadpanned.

Spidey turned his attention to his lover. "Why do you hate it so much, Widow?" he asked.

"Look at my hips, Spider-Man." Widow said, as our web covered hero looked at her lower body. Black Widow's hips started moving around and she began to dance in front of the wall-crawler. His eyes widened in surprise, and knew what this meant.

"Oh, I see." Spidey said, as he got the picture. "You're starting to dance to the beat, aren't you?" he asked as Black Widow kept on dancing, then she started shaking her assets.

She nodded her head, "Now I'm gonna have to give you a lap dance until this song is over." Widow said. "And I think we're both gonna enjoy it." she winked.

Star-Lord over heard the conversation, "I would but I'm..." he was cut off in mid-sentence, when Widow turned her head.

"Not you, Quill." Widow stated. "Him." she bobbed her head to Spidey.

"Alright doesn't hurt to..." Spidey was cut off mid-sentence as Black Widow shook her rear end at him "WHOA! You're quite a persistent lady!" he said feeling excited.

"But you're not gonna resist this, darling." Widow said, as she turned around and wrapped her arms around him.

Star-Lord and Nova saw it. "Okay, I'm jealous right now." Quill said.

"Yeah, but you gotta admit, it's better than Netflix, and chill." Spidey said to the half human/half alien royalty outlaw.

Widow, still shaking her groove thing moved her eyes from side to center, and said, "More like kiss Spider-Man and chill." so she lifted up his mask and pressed her lips against his, making Star-Lord and Nova stunned!

"Oh ho ho ho ho! You're such a bad girl, Black Widow!" Spider-Man said, getting frisky. "C'mere!" he began to make out with her, as she continued her lap dance until the song she hated was over. This annoyed Nova and Star-Lord a little bit, as they turned their eyes away from them.

"Okay, you're really killing my vibe with that one!" Star-Lord complained. "Seriously, get a room!" But, Black Widow kept lap dancing for Spider-Man, and stuck her bosom in front of his mask-covered face and started jiggling her boobs. Widow, still shaking her hips, making Spidey blush under the mask.

 **(Song Fades)**

* * *

A few minutes later, the music stopped and Black Widow stopped dancing, so she sat on Spider-Man's lap. Widow felt something pushing against her bottom, and tried to resist it, but she knew it felt good. Nova raised his eyebrow under his helmet, and got a little suspicious. "Call me crazy Web-head, but I gotta ask you something." he said. "Why is Black Widow sitting on your lap? Is there something goin' on between the two of you?"

Spidey and Widow were a little nervous, and thought of a cover. "No way Nova. She insisted that she wants to sit on my lap for the duration of the trip." Spidey replied to the human rocket. "That's all."

"Yeah, I would sit in my seat, but I find his lap to be very, very comfortable." Widow said, wit a seductive smile towards our web-spinning wonder.

"Oh, so that explains why you gave him the lap..." Star-Lord was about to finish the sentence, but the alarm went off. "Heads up, dudes! There's the Negative Zone portal! We're goin' in!" he said as the Milano approached the portal.

"Take your seats, everyone! I have a feeling that a trip through the portal is gonna be a bumpy one." Spidey said, as they entered.

The ride was like going through a tunnel on the fastest jet ever made. Spidey held on to Black Widow's waist, Nova grabbed the arms of his seat, and Star-Lord kept hold of the steering controls. By the time they reached the end of the portal, the ended up in the Negative Zone. It was just as it was just like the Fantastic Four and Hulk described it to be.

"Well, we made it through the portal." Spidey said, as Black Widow got off of his lap. "Now, we gotta find the Silver Surfer and...we just found him."

Silver Surfer, or as his real name was, Norin Radd, was right in the middle of a battle with a blue bald woman with a cybernetic body. This was Nebula, Gamora's sister and daughter of the mad titan, Thanos. Nebula was using a bunch of mutated bugs which were given to her by Annihilus, and the Surfer was using his Power Cosmic to blast some of them away. "Looks like Nebula is giving the Silver Surfer a run for his money!" Nova said, as he saw what was happening.

"So are her minions!" Widow added.

Spider-Man then thought of an idea, "Star-Lord, Nova, you're with me! Widow, stay on the ship in case Terrax or Ronan send more of their minions to come after us." he said, as Nova powered up, Star-Lord got his mask on and broke out his Element Gun.

"Right!" Widow agreed.

"Race ya!" Star-Lord said, as he ran to join the fight.

"Hey, wait for me!" Nova countered, as he flew after the Guardian leader.

"Be careful." Widow said, as she kissed Spidey on the lips. "And promise me you'll make it back in one piece."

"I hope so or else Nebula's gonna trap us here." Spidey replied, as he changed into his spacesuit. "Okay, here goes nothing!" he bolted off to join the three space heroes.

* * *

As the three of them ran in that direction, Nebula was hammering the Silver Surfer down with her minions, and the Surfer did not have his board, it was separated from him, until he called for it.

 **(A/N: I'm using the appearance Nebula had in Avengers Volume 1 issue 318. Her original look.)**

"What's the matter, Surfer? Lost your edge?" Nebula taunted.

"Why do you care, Nebula?" Silver Surfer spat out. "You're only allying yourself with Terrax because of your vendetta with Gamora! This is madness!"

"Of course it's madness, you silver skinned fool!" Nebula countered. "It's the only way for me to settle my vendetta with my green-skinned whore of a sister!"

Silver Surfer wasn't about to give up easily, he got back up, and said, "Enough of this madness, Nebula! End this right now before Terrax destroys anyone and anything is his path!" he sent that as a warning. However, Nebula did not listen.

"I don't care!" she said. "Gamora will die! Even if the entire galaxy must suffer, then so be it!" Nebula got shot by a taser web, as Star-Lord, Nova and Spider-Man closed in on her.

"Incoming!" Spidey said, as he did a move he dubbed the Bungee Bash on Gamora's evil sister.

"What!?" Nebula said, as she did not recognize who took her down.

"Sorry about that, but there's no way in Hell I'm gonna let you do something evil to the Silver Surfer like that!" the web-spinning wonder said to the blue machine woman.

"Who the hell are you, vermin!?" Nebula demanded.

"I'm just your friendly neighborhood Ultimate Spider-Man." he said, making himself known to the villain.

Nova flew over to the position, "Hey, Nebula! Remember me?" he said, tauntingly.

Nebula slammed her fist to the ground in rage, "Dammit, the Nova Corps sent one of their own to confront me!" she ranted.

"Actually, Star-Lord of the Guardians Of The Galaxy asked us to help him!" Nova corrected.

"You weren't by any chance working with Terrax to capture the Guardians, were you?" Spider-Man asked.

"But, what I want to know is why?" Nova wondered. "I thought you were..." Nebula interrupted him.

"Working for Ronan the Accuser?" Nebula finished Nova's question. "Ha! It makes no difference who's side I am on, as long as I seek the destruction of my sister, Gamora!" she shouted.

In his thoughts, a board appeared with Gamora's family tree. "Okay, this is so ridiculous. Gamora and Nebula so need family counseling." He then turned his head to the human rocket. "This is one dysfunctional family Gamor has, Nova." he said.

"Yup, it sure is." Nova replied.

"You have no idea!" Nebula added as she got up to her feet, and then she got out a device that called for more minions.

"Uh oh, Spider-Man, we got company!" Black Widow said over the comm. "What should I do?" she asked.

"Hold them off! Nova and I will deal with Nebula!" Spidey said to the spy.

"Right!" Widow said, as she went over to the main controls, and got the weapon systems online. She fired the lasers at the beasts, and handled the control of the ship with ease. _"Wow, this is pretty easy. I hope this thing has a charge-up."_ she thought.

* * *

All the while, Spider-Man and Nova were getting pounded by Nebula, when she started swinging her weaponry at them. The two teenage heroes took cover behind a rock formation. "Damn! Spidey, Nebula's kickin' our asses and we can't even lay one single finger on her!" Nova said, feeling frustrated.

"I know that, but we can't give up now!" Spidey said. "We gotta..." he stopped talking to notice that the Spider symbol on his space suit was glowing and suddenly it scanned Nova all over his person. "Whoa! I don't believe it." he said looking at what just happened. His arms began to light up, emitting some kind of energy.

"What did your space suit do to me?" Nova asked.

"My new costume somehow connected to my space suit, scanned you, and in a weird way..." Spider-Man fired a blast at a different rock. "Copied your energy blasts to mimic them."

Nova was wide-eyed in disgust and shock. "Hey, those are my powers you stole, you web-slinging copycat!" he insulted.

Little did they know, Nebula was listening in on their argument. "I didn't steal them, you buckethead! The suit copied it!" he corrected, then Nebula shot a laser at them, going past their faces.

Nebula cleared her throat and interrupted them. "If you're done wasting my time bickering like the imbeciles that you both are, prepare for your deaths!" she got out her weapons and began to charge at them.

"You know what?" Spidey said, and began to charge up. "FUCK THAT SHIT! GO GO NOVA BLAST!" he shouted as he shot Nebula with a copied version of Nova's powers. The blast was powerful enough to knock her down to her back on the ground. Then, he grabbed her over his head and did the Attitude Adjustment on her. Nova then grabbed her legs and swung her around twelve times, until he let go of her and sent her flying over to where she was standing before.

"No! This cannot end this way!" Nebula said, as she attempted to get to her feet. "I cannot be defeated by the likes of you, vermin!"

"Oh, great." Spidey said, looking down. "Yet another super-villainess crybaby just like Yelena Belova. What's the entire universe comin' to these days?" he mocked the villain, only to have her elbow him in the jaw.

"How dare you call me that!?" Nebula yelled. "No on insults me an lives!" she picked her weapon back up, and began to charge at them yet again.

"Nova, neutralize her weapon while I finish her off! After that, we gotta get Silver Surfer aboard the Milano!" Spider-Man ordered.

"Way ahead of ya, bro!" Nova replied, as he began to use a piece of S.H.I.E.L.D. technology to emit a virus into Nebula's weapon, causing it to malfunction. Spider-Man then did the Maximum Spider on her, causing her to be tied up in webbing that she couldn't remove. No matter how much she struggled, she could not get out.

"I'll get you two infidels for what you've done!" Nebula yelled. "Mark my words, Spider-Man!" then Spidey kicked her in the ribs.

"As the English say, Good riddance to bad rubbish." Spidey said, after he and the human rocket went off back to the Milano. "Love to stay and fight, but we have a spaceship to catch up with! So, later loser lady!" he joked again.

"I. HATE! YOU!" Nebula shouted, then the wall-crawler shot a web at her mouth, causing it to shut.

"Guess that takes care of her for a while." Spider-Man stated. "Now to get Silver Surfer and Star-Lord so we can get out of here."

"Ditto on that, webs!" Nova said, as he flew, and Spidey leaped over to Star-Lord's position.

"Hey guys." Star-Lord said. "What did I miss?"

"The part where we need to fly out of the Negative Zone, and pronto Tonto!" Spidey said, poking his finger at the human/alien royalty hybrid.

"Oh, yeah. Let's go!" Star-Lord stated, as the lot of them got the Silver Surfer and his board over to the ship.

"Radical idea!" Nova said, as they got to the hatch.

"Hang in there, Silver Surfer! Let's get you into the Milano!" Spidey said, as he and Star-Lord lifted him over their shoulders.

T-T-To me, my board!" Silver Surfer said, as the board moved from Nova's arms to the Surfer's feet. "Normally, I would settle disputes with my enemies alone, but thank you for helping me regardless." he shook the web-slinger's hand.

"All in a day's work, for your friendly interplanetary Spider-Man and his fellow heroes." Spidey said back to the cosmic hero.

"Hurry up, fellas! The portal's closing up!" Black Widow said, as she went full speed out of the portal.

* * *

After they got out of the Negative Zone, Black Widow got out of the main chair, and Star-Lord retook the pilot position. Spider-Man, Nova and Widow needed to get the rundown from Silver Surfer, as the cosmic hero stood promptly atop his board.

 **(Theme from Star Trek: The Next Generation plays)**

"Okay, now that we're out of the Negative Zone, we should find Terrax." Spider-Man said, "We have to stop him before he reaches Galactus, and the entire universe will be in serious trouble, if he destroys Gamora, Drax, Groot and Rocket."

"So that's what Terrax is plotting?" Silver Surfer asked, feeling stunned.

"Yeah." Star-Lord replied. "And he also captured my fellow Guardians Of The Galaxy when Terrax and his goons attacked us earlier."

"In that case, we must stop Terrax before he succeeds and lives will be vanquished." Surfer said, as he decided to help. "I'll open up a wormhole that'll take us to his home planet Morovus. He'll have the home field advantage however."

"But we'll be able to penetrate through whatever he throws in our way." Spider-Man said. "Quill, Nova, fly us to Morovus after Silver Surfer opens up the wormhole that leads there!" he instructed.

"Comin' right up, web-slinger!" Quill responded as Silver Surfer used his Power Cosmic to open the wormhole that will lead them to the quadrant where Terrax is being holed up in. "Morovus, here we come!"

"Warp Speed to Morovus!" Nova said, as the Milano went through the wormhole. "I always wanted to say that!"

Star-Lord was a bit surprised to hear that line. "Nova, bro, have you been watching Star Trek?" he asked.

"Yeah, I have. And, I gotta tell you, it was totally cool!" Nova replied.

"More than cool, it was legendary!" Quill said, adding his fandom of said show to the mix. "I haven't watched it since I was a kid before that bastard Yondu abducted me and turned me into a damn Ravager!" It was true. A Ravager named Yondu Udonta abducted Peter Quill when he was a child in 1988, and it was all due to his father wanting him to fulfill a galactic destiny he was supposed to have, but he defied it.

"Whoa, that sucked!" Nova said.

"Yeah, no kidding, man." Quill added again.

Spider-Man and Black Widow were somewhat inquired by it. "Jeez Louise, we got an entire galaxy to save and these two are talking about Star Trek." he said, facepalming himself. "Even Captain Marvel once told me that she's a diehard Star Wars fan." Spider-Man stated.

"Really?" Widow asked, as she raised her eyebrow. Spidey nodded yes. "Spider-Man, my love." she said again.

"Yeah?" he wondered. "What is it?"

"About those times when we called "On your left"?" she asked.

Spider-Man began to think about all those. "Yes, not that you mentioned it by the way." he answered. "Why do you ask?"

"What I'm saying is that from now on, we go the same direction at the same time together." Natasha said, as she kissed Spidey on the cheek.

"I couldn't agree more, babe." Spidey said, as he got out of his seat. Black Widow did the same.

"Also, can I speak to you in private?" Widow asked.

"Sure." Spidey said. "Quill, Nova, could you ask the Surfer if he knows anyone who could be of additional help?"

"Sure, webs." Nova said. Star-Lord went over to Silver Surfer, and had the right idea.

"Norrin, do you know anybody who might be of some assistance?" Star-Lord asked the cosmic hero. "Cause it looks like we're gonna need it."

The Surfer answered the human/alien hybrid. "Of course. I can try to establish contact with Adam Warlock and Quasar, and ask them."

"Alright! I haven't seen Adam or Quazar since the last time me and the Guardians faced off with Michael Korvac!" Star-Lord said, feeling excited to see some old friends of his coming to help.

"I'd like to meet them." Nova said.

"You will indeed, Samuel Alexander." Silver Surfer stated, denoting he knew Nova's real identity.

"Thanks, Norrin Radd." Nova said back to the cosmic powered astronomer from Zenn-La. He began to divert the communications frequency to see if he could get a clear way to contact the two additional cosmic protectors.

 **(Song Ends)**

* * *

While Silver Surfer tired to establish contact with Adam Warlock and Quasar, Spider-Man and Black Widow went into a main hold area, where Star-Lord held all the meetings the Guardians would have. Widow wanted to talk to Spider-Man about something, and waited to break the ice.

"Oh, I forgot to say." Spidey broke his silence and said, "Y'know, Nat? I must confess that it was the first that I got a lap dance from someone as beautiful as you." Black Widow smiled at him, "And, you were right. I did enjoy it as much as you did."

"I'm glad you did, Pete." Widow replied, placing her hand on his shoulder. "Although, I've been doing this my entire career in the spy gig."

Spidey was amazed. "Oh, kind like James Bond?"

"Ha! James Bond has nothing on me!" Widow said, feeling like she put a famed British spy to shame.

"Can't argue with that." Spidey replied as he took his mask off.

Widow then looked in the opposite direction. "Peter, about your friend, Mary Jane Watson?"

"What is it?"

Widow decided to speak about it. "I was told that she became the Ultimate Spider-Woman after she still had a fragment of the Carnage Symbiote inside her." This sort of news made Peter shocked, as his eyes grew wide. "I can tell that she held back her grip when I shook hands with her because of how powerful her Symbiote is." she looked like she was mad at Peter for keeping it a secret from her.

"Oh, that." Spidey realized it was not a secret from the Avengers anymore. "Sorry for not telling you that, Natasha. I-I-I knew you would react the way you would."

She looked at his eyes like they were daggers, then smiled at him again. "It's okay, Peter. I just wish that you told me that earlier." she said, patting his head.

Spidey had a nonchalant look on his face and said, "Yep. There's the Natasha Romanoff that I know and love. A woman with a lot of fire and passion inside her." he denoted. Natasha smiled at that statement, and the two spiders laughed along with what was just said.

Nova walked in, and wonder what they were doing, "Excuse me guys, but am I missing something here, because I saw and heard everything from you both." said the human rocket.

"Na, we were talking about Mary Jane Watson, and the fact that she still had fragments of the Carnage Symbiote inside her, and how she became Spider-Woman. That's all." Widow said.

"Okay, now you got me convinced." Nova said, as he began to fantasize about said girl and him flying across the Planet Xandar. But then, Spidey snapped his fingers, and had an angry stare on his face.

"But one other thing, don't even think about getting a pass at MJ. Otherwise, I'll jab you in the ribs so badly, you won't feel a thing." he warned. He originally had a hatred towards Nova when he first joined S.H.I.E.L.D., but after a while, they got used to each other. It would seem as though, it got reignited due to Mary Jane becoming Spider-Woman. Black Widow just scoffed, not wanting to get involved.

"Fair enough, but I'm talking about you two." the human rocket pointed out.

"Me and Mary Jane?"

Nova sighed, roughly and corrected the web-slinger "No, you and the Black Widow." he said.

"That again?" Spidey deadpanned.

"Yeah." Nova taunted. "Dude, I saw you two getting close when she gave that lap dance and kissed you on the lips!"

Spidey and Widow were both bug-eyed and startled. "What?! You saw us through the window before we left Earth?!" he shouted.

"Well, duh!" the human rocket said, bluntly. "Now, tell me the truth before I..." Widow punched Nova in the arm very roughly.

"Nova, that's enough!" Widow got up in Nova's face, and finally came out with the truth. "It's true. Spider-Man and I fell for one another. It just happened out of nowhere." she confessed.

"Oh shit!" Spidey grieved.

"Ha! I knew it!" Nova said, feeling victorious. "I knew you two had something going on!"

"Okay, I admit it!" Spidey knew it was his turn to confess. "I fell in love with Black Widow because I find her beautiful, sexy, awesome and attractive! Did I neglect to mention that she has a very good-looking body?" he said, feeling like he was winning the argument, making Nova feel defeated at the last second.

Nova couldn't believe what he heard, "Yeah, but don't you think she's a little..."

Spidey interrupted Nova yet again, "Too old for me? No way you bucketheaded ninny-wit!" he countered. "I love her because of what she is, and nothing is gonna change that! Which is why we need to keep this a secret from everyone until they're ready to know. Mainly Director Nick Fury?" he stated and asked.

"Speaking of which, if you so much as tell Fury about this, you're gonna have severe case of bunny-phobia!" Widow warned, making him frightened.

"No! You wouldn't!" Nova shouted in fear.

"Yes, I will." Widow said with a wicked smirk on her face.

Nova finally caved in, and sighed. "Okay, I'll leave you two alone until we get to Terrax and...Yeah." Nova left them alone as he went back to the bridge.

"That's right." Spidey said, tauntingly as Nova walked off. "Walk peacefully Nova. If you know what's good for you." Spidey and Black Widow high fived each other, not believing that worked.

"Peter, I'm really flattered by all your compliments but next time, you and Nova need to be careful with what you say about me." Natasha said, scolding the web-head in a calm manner. "Although, you defined me by my age, which I really appreciate."

"Okay. I'm sorry." Peter looked to be feeling a little down. Natasha grabbed his chin.

"Apology accepted. After all, I find you attractive too." Widow said, seductively as she kissed him on the cheek. "Now c'mon. Everyone's waiting."

"Gotcha babe." Spidey said, putting his mask back on. He then began to talk to himself. "Uncle Ben, if your watching me in Heaven, then you know I've met a really good woman, and she's really kind to me." he said, looking out the window, feeling like his Uncle Ben is watching over him.

* * *

Silver Surfer got the frequency right and began to establish contact on the video-comm.

"Adam Warlock, Quasar, do you read me? This is Silver Surfer." he said, trying to contact.

"Yes, I read you, Norrin Radd. Adam Warlock speaking!" said a man with orange skin, blonde hair and red eyes, wearing a red, navy blue and gold outfit that looked like a ninja robe. On his forehead was a green gem. This was Adam Warlock, a former enemy of the Silver Surfer, and ally to all that is good. The gem was the Soul Stone, one of the six Infinity Stones. And with him was a woman with a golden mark over her right eye, short platinum blonde hair, blue eyes and was dressed in a red and black outfit with an multiple pointed star on her chest and on her back was a navy blue cape with a hood. This was Phyla-Vell, also known as Quasar. She also used to be an enemy of Drax The Destroyer, but is now allies with him and Silver Surfer.

"Hello Silver Surfer, my old friend." said Quasar. "How can we help you?"

"My allies and I are in need of your help!" Norrin said.

"What is wrong, Silver Surfer?" asked Adam Warlock.

"Terrax has captured some of the Guardians Of The Galaxy, all except Peter Quill, the Star-Lord." Silver Surfer replied. "And he is attempting to drain their energy to destroy Galactus, one the most feared and powerful beings in the universe!"

Adam and Quasar were shocked to hear this sort of news. "This cannot be good." Quasar said.

"That is why Spider-Man, Black Widow, Nova, Star-Lord and I require your aid in our effort to stop Terrax before he does something drastic." Silver Surfer stated. "Billions of lives are on the line."

"Yes, I understand the nature of this situation." Adam said. "We will aid you. We'll rendezvous with the Milano on Morovus so we can assist you in stopping him!" he grabbed his staff, and any other weapon he could muster up.

"We all have to stop him and save the Guardians, or the entire galaxy and all species will be doomed." Quasar said, as she also agreed.

"Thank you!" Silver Surfer said, happy that they accepted the offer.

"It's a good thing you got them, because if they refused to help us, all is lost." Star-Lord said.

"Nothing is more important than stopping Terrax from putting the entire galaxy and everyone in it, including your friends in severe danger." Quasar said.

* * *

On the planet Morovus, we see a humanoid alien with a big jaw, gray skin and white eyes, wearing a red and black costume holding an ax. This was Terrax The Terrible, another cosmic being who was once the herald of Galactus, devourer of worlds. He had four of the Guardians Of The Galaxy in purple chains. Two of them had green skin, one had long dark hair, while the other was bald and had red markings on his body. The other two looked like a tree with legs, and with him was what looked like a raccoon. These were Gamora, Drax The Destroyer, Groot and Rocket Raccoon. Rocket wasn't really a raccoon, he came from an alien species that looks exactly like them. Him and Groot were bounty hunters, Gamor was the deadliest warrior in the universe, and Drax is a maniac obsessed with killing Thanos to avenge the deaths of his wife and daughter.

 **(Intergalactic by the Beastie Boys plays)**

"Bah, you Guardians Of The Galaxy have been a thorn in my eye for too long!" he said, pointing his ax at Groot. Soon, I will drain your energy, and make myself powerful enough to finally dispose of Galactus, and the rest of the universe!"

Gamora struggled to free herself, but to no avail. "Terrax, you're mad if you think you can destroy Galactus!" Gamora said.

"I Am Groot!" Groot said, agreeing with Gamora.

"I agree with Gamora too!" Rocket said, as he struggled.

"Keep struggling if you'd like." Terrax taunted. "It's still useless!"

Drax also struggled to free himself, but it didn't work. "Terrax, you floognarg! You really think draining our energy will dispatch your master!?" he shouted.

Terrax turned to the Destroyer and shot a laser from his ax. Luckily, it missed Drax's head. "SILENCE DRAX! Galactus is NOT my master anymore!" he shouted. "And NO ONE EVER calls me a FLOOGNARG!" he shot the laser from his ax again.

Little did he know, the Milano landed on the outside of his fortress. Star-Lord, Black Widow, Nova, Silver Surfer and Spider-Man exited the ship, with Spidey and Widow in their space outfits. Adam Warlock and Quasar landed on their feet, and greeted the heroes.

"So, you are Spider-Man, Black Widow and Nova of Earth?" asked Adam.

"Yep." Spidey said.

"It's good to finally meet you in person." Quasar said, shaking his hand. "There is a lot of tell about you on Xandar. You are quite a hero, you helped Quill and the other Guardians when Tidus and Korvac nearly annihilated Earth, and when Collector and Grandmaster's game almost ruined your planet."

"It's nice to have people appreciate me on another planet." Spider-Man said. "Some people are divided between thanking me and going against me. I'm just sick and tired of it!" he clenched his fist, but Black Widow grabbed his wrist.

"Please, don't let that get you down, Spider-Man." Black Widow said, concerned. "If you don't have your head in the fight, you'll lose."

Quasar's eyes began to glow, and realized what was between them. "Ah, you two are in love. Yet you keep it a secret from your allies. Why?" she wondered.

"Because, I'm not sure if my friends and loved ones are ready for that sort of news yet." Spider-Man said, feeling down.

Adam placed his hand on Spidey's shoulder, "You have nothing to worry about, Peter Benjamin Parker." he said. "Stop feeling upset and be honest with them about your own feelings." he advised.

"Adam is right." Quasar added. "When you find the answer in your heart, no one will be able to blame you for anything." Spidey began to think of what was said to him.

"Be honest about my feelings?" he wondered.

Adam, Quasar, Silver Surfer all nodded in unison. Star-Lord broke his silence, "Because, that is the you the know and love." he said. "Now, what do you say we take Terrax down before he enslaves the galaxy?"

"I'm in!" Spidey said, as he shot a web-line, and shouted a phrase, "TO INFINITY...AND BEYOND!"

Adam and Quasar had their eyebrows raise in confusion, Widow had a half-smile on her face. _"That was an...interesting choice of words, sweetie."_ she thought about her boyfriend, and then snapped out of it, as her and the others followed Spidey up the stairs that lead to Terrax's fortress.

In the main room, Terrax revealed his other plan. "Soon, this planet will be destroyed, and your bodies along with it!" he decreed. "AND THERE'S NOTHING YOU CAN DO ABOUT IT!" he laughed evilly, but then got shot by a web.

"Think again, you son of a bitch!" Spider-Man said as he barged in. "Guardians, you look like you need some help!" he said to the ones in chains.

"SPIDER-MAN?!" three of them said in unison.

"Ah, the arachnid powered human of Earth!" Terrax said. "We meet at last. And it will be the last time too!"

"I wouldn't bet on that Terrax!" Spider-Man said, as the other heroes followed him in. "I brought some allies!" he showed the tyrant. They all charged at Terrax, and began to fight him. Black Widow used a roundhouse kick on him, and Spider-Man did a standing side-kick to his thorax. Nova blasted him in the jaw, Star-Lord used his Element Gun to freeze his legs. Terrax could not believe his eyes.

Rocket looked at the sight, "Adam Warlock, Quasar, it's nice to see you again, but what are you doing here?" he asked.

"We came to slaughter Terrax and end his terror!" Quasar said.

"As well as rescue you." Adam said, as he concentrated the power in the Soul Stone to make a weapon for Spider-Man to wield. Nova used his blasts to free Drax and Rocket.

"Are you okay, Master Rocket?" Nova said, with a concerned look on his face towards his mentor.

"Just fine, kiddo." Rocket said.

"Though I loathe to admit it, I am glad you came, Adam Warlcok." Drax said. "And you as well, Phyla-Vell." he turned his head towards Nova. "It's nice to see you also, Samuel Alexander."

"Think nothing of it Drax." Nova replied.

Spider-Man shot a web-line at Gamora, and broke her from her chains. "I thank you, Spider-Man!" she said with a smile of gratitude. "Now, where is my sword?"

"Right there." Spidey said, pointing to where it was. It was on Terrax's table, she picked it up, unsheathed it, and began to join the fight with Star-Lord.

Black Widow used her gauntlets to free the wooden Guardian. "Are you alright, Groot?" she asked.

"I Am Groot!" he answered.

"Good." Widow said, as Groot got out of the spot. Rocket grabbed his blaster, Drax got his daggers, Groot grew to titan size, and used his arm as a sword. "Okay, Terrax, time for you pay the piper!" she said to the tyrant. "Spider-Man, let's take him down together!"

"Gotcha, Black Widow!" Spidey said as he rushed over to her. The two of them started attacking him in the same direction, just like she told him. "Wow, we wnt in the same direction!"

"What'd I tell ya?" Widow said, raising her eyebrow at the web-head. Drax and Gamora noticed this, and went along with it.

"So, Quill, Spider-Man and the Black Widow an item, are they?" Drax asked.

"Yeah, you got that right!" Star-Lord said as he blasted some sort of creatures that were approaching the fortress.

 **(Song Ends)**

* * *

As this was happening, a humanoid alien with blue skin and a green, black and purple outfit was watching this whole thing. In his hand was a giant hammer, not on the same equivalent as Mjolnir, but it was longer on the handle. This was Ronan The Accuser.

"Hmm, I have never heard of the one in red and blue." Ronan said, as he overlooked his fighting style. "He is a Terran as well? Set a new plan into motion, Korath." he ordered.

"At once Ronan!" said an alien that looked humanoid in origin, his body had armor that was maroon and purple, and he had a blaster around his waist. This was Korath The Pursuer.

"If the rumors are true, and this is the Spider-Human I have heard about, then I would be more than obliged to invade his planet, and get what I want from it." Ronan said. "Plus, his main concern seems to be toward the woman with the red hair and dressed in black. Who is she?"

"She is Natasha Romanoff, the Black Widow, Ronan." Korath said. "A spy who works for a group of heroes known as the Avengers."

"Ah, so Star-Lord's allies of Earth have gotten involved as well." Ronan said. "Now I'm convinced to invade. Prepare a plan to do so, Korath!"

"Yes, my liege." Korath said, as he began to prepare.

* * *

Terrax nearly was beaten down, but he got back to his feat and used his ax to blast the heroes to the ground.

 **(Sabotage by the Beastie Boys plays)**

"Foolish Earthlings!" Terrax said, tauntingly. "When will you learn that you cannot defeat me?! I am invincible!" he then got zapped by a taser-web, which Spider-Man shot out of his wrist.

"Yeah, keep telling yourself that you boneheaded bastard!" Spidey said, with an electrical charge at Terrax.

"Why you!" Terrax swung his ax at the wall-crawler, but Spidey blocked it, countered it with a backflip kick to the chin and used the Maximum Spider attack on him, sending him crashing to the ground.

"Hey, Terrax! How's the taste of sweet and sour defeat feel like?" Spidey quipped, and Widow laughed along with it.

"Blast it all!" Terrax said, ranting in his own defeat. "I have been humiliated by some arachnid-powered simpleton!"

Gamora pointed her sword at Terrax and said, "As much as I want you dead for what you have done, Terrax, I believe it's time to turn you over to the Nova Corps."

"Bah! Over my rotting corpse, Gamora!" Terrax said.

"We were hoping you'd say that you idiot. Groot?" Rocket said, as he barred the door to prevent a serpent from getting into the room.

"I Am Groot!" Groot said, as the monster stuck it's head in, breaking a part of the door off. Silver Surfer zoomed over to the wooden hero, and his alien animal friend. The Guardian turned his arm into a sword of his own nature-powered body.

"It would seem as though your weapon could use some amplification, my wooden friend." Silver Surfer replied.

"I Am Groot!" he said, as he used his cosmic wooden sword to stab the monster in the head. Rocket and Groot low-fived each other, and Silver Surfer smiled at them both. Terrax nearly got up, but was forced down after Drax kicked him in the ribs.

"Now for the very last time, Terrax, surrender!" Gamora demanded.

He raised his head up, "NEVER YOU WEAKLINGS!" he shouts. "I'd rather die on my feet, than surrender on my knees to the likes of you!"

Spidey kicked him the face, "Believe me, pal. I may still watch Saturday Morning Cartoons, but cliche's are so 5 minutes ago. In other words..." Spider-Man then delivers a chop on the back of Terrax's neck. "Bad choice of words. Widow, now!"

Widow then uses her Widow's Sting on him, knocking him out. "And we got our villain." Spidey said, as he joked.

"Okay, now let's turn this creep over to the Nova Corps. before he wakes up and raises more Hell." Widow said, wanting to lock the tyrant up. "And Spidey darling, about what you said to him, it's best if you keep doing those jokes of yours." she said, giving advice to ol' web-head.

"Fine with me, my beautiful Black Widow." Spidey complimented to his Russian Redheaded girlfriend.

"Also, when we get back home, I have something special in store for you." she smiled seductively, making Nova grunt in jealousy.

"That I can't wait for." Spidey said, as he and Black Widow kissed each other on the lips, in front of the guardians.

Star-Lord broke his silence, "Seriously, guys! Get a room!" he said, feeling a hint of disgust.

"And some protection while you're at it!" Drax replied.

"It figures." Gamora added, folding her arms in approval.

"I Am Groot." Groot said, turning his head to Rocket.

"Ah, you said it, pal." Rocket said, agreeing with the wooden hero with limited vocabulary. "I'll never understand humans and their habits." he shook his head.

 **(Song Ends)**

* * *

Hours later, on the Planet Xandar, we see a woman who looked to be in her early seventies with white hair, and a Nova Corps. uniform. This was Irani Rael, also known as Nova Prime who along with Nova Corps. Officer Rhomann Dey held trial on Terrax for what he had done. Spider-Man, Black Widow, Nova, Silver Surfer and the Guardians Of The Galaxy all watched in anticipation for Terrax's imprisonment. And Nova Prime was ready with the final verdict.

"Terrax The Terrible, for your crime of capturing the Guardians Of The Galaxy, and the attempted destruction of Galactus..." Nova Prime started off. "You are guilty of all charges! And you are sentenced to rot in...The Kyln!"

"Boys, take him away!" Officer Dey said, as the other officers took Terrax away to the Kyln. His weapon was locked up in a vault where no one would get to it.

"Samuel Alexander, you and your friends of Earth are to be commended for your valor." Nova Prime stated to the young hero. "Spider-Man and Black Widow, do not worry. Your secret is safe with us."

Spidey felt relieved, knowing that he would not be exposed about his relationship with Black Widow. "I thank you for that, Nova Prime." he said to the commanding officer of the Nova Corps.

"You are most welcome, Peter Benjamin Parker." Nova Prime added, denoting she now knows Spider-Man's real name. "I hope you find out the truth about your parents."

"Amen to that." Spidey said, and he turned his head to Star-Lord. "Quill, could you, the Guardians and Silver Surfer take us home?"

"Sure thing, webs." Star-Lord confirmed.

"Good journey to you spiders." Gamora stated, shaking hands with Black Widow.

"I Am Groot!" Groot said, congratulating the spiders and Nova for a job well done.

"I hope we see each other again." Rocket added.

"I second that emotion." Drax replied.

"Shotgun!" Nova said, getting on board the ship.

"And, Natasha." Star-Lord spoke up to the redhead.

"Yes?" Widow wondered.

"This time I'll put something else on when we leave." Quill replied.

"Good, cause that Blue Swede song just drives me nuts." Natasha added. The heroes got aboard the Milano, and went warp speed to Earth.

Nova Prime and Officer Dey looked off into the Xandarian skies. "May fortune guide their journey, sir." Rhomann said to his superior.

"Agreed." Nova Prime acknowledged her officer. "And wherever Richard Ryder is, I hope he's alright." she had a concerned look on her face, worrying about one of her own.

Adam Warlock and Quasar went back to their base, as a portal opened up, and whisked them away.

* * *

After Star-Lord and the rest of the Guardians left Earth, Nova went back to the Triskellion, and promised he would not tell anybody about what he just saw today. The phone rang, Peter answered it and it was his Aunt.

 **(Crazy For You by NSYNC plays)**

"Oh, hi Aunt May." Peter said, as he picked up the phone.

"Hello Peter." May said. "I thought I'd call you before I go to bed. I'm still at Laura Barton's place, enjoying her hospitality."

"Gee, that's great." Peter said back to her.

"So, how's everything back home?"

"It's on the up and up." Peter replied. "My girlfriend and I just got back from outer space, stopping Terrax from doing bad things to the universe with some help from the Silver Surfer and the Guardians Of The Galaxy. Terrax may be a big and strong bad guy, but we managed to stop him with the winning strategy he never had, a little thing called teamwork." he retorted.

May was astonished that her nephew was in space. Of course, during the Contest Of Champions, it was revealed that she knew her nephew's secret all along. "That's great news, Peter. I'm proud of you and your girlfriend." she said. "I just wish that I could meet the Silver Surfer. He must be very nice. Is he?" she wondered.

"More than you know, Aunt May." Peter said with a smile. "He, Adam Warlock and Quasar helped me, my girlfriend and Star-Lord throw Terrax in prison on Xandar."

"Okay, I'm turning in right now." May stated, as she got into her bed. She was in the guest room, right next to Laura and her kids. "I'll talk to you later, Peter."

"Me too, Aunt May." Peter replied. "Good night."

"Good night, dear." May said as she hung up, Peter hung up on his end.

Natasha came in, with her gloves off, same for her boots and belt. "Was that your Aunt again?" she asked.

"Yeah, I told her about us helping Silver Surfer and the Guardians Of The Galaxy beat Terrax, and she told me that she's proud of both of us doing that." Peter replied to his Avenger lover.

"I bet she is." she said, with a smile on her face.

Peter began thinking about was said to him before. "Natasha, remember when you told me that from now own, we go the same direction at the same time?" he asked the Russian redhead.

"Yes, why do you ask?" Natasha wondered.

"You were right." Peter admitted. "At first, we had a very awkward start. Even worse ones like when Yelena Belova started coming between us both when you and I were starting to fall in love." Being reminded of that sort of thing, he tried his best to forget about that incident. "But, you stood by my side no matter what, helped me clean up the mess I made, and we both got back on the right side of things."

Natasha smiled at Peter, feeling the spark between becoming more bright. "Yeah, I guess I am right about what I said to you." she said. "And speaking of both of us going the same direction, that's why we're doing this." she shoved Peter down to his bed, and got on top of him.

"Having sex?" Peter wondered.

"No, of course not, you silly goof." Natasha laughed a little bit. "Not yet anyway. Dry humping? Maybe. But tonight..." she took off her bra, exposing her firm bosom and kissed him deeply on the lips. "Mmmph." she moaned.

"You just read my mind, Nat." Peter said, as he went along with this. Natasha could feel the heat inside her, as she pulled Peter's hand to her breasts, and begins to rub them, he then starts to press his tounge against her stomach, and she begins to laugh in an instant.

"You're ticklish there?" wondered Peter.

"Got that right, baby." Natasha said seductively. Peter got the light bulb in his head going again. "HAHAHAHAHAHAHAHA! D-Do that m-m-m-more often! HAHAHAHAHAHAHAHA!" she continued to laugh, until she felt tired. She then leaves a red lipstick mark on Peter's neck, and she and Peter kissed for the last time before they said, "Goodnight." to each other before they drifted off into bed.

* * *

However, at Phil Coulson's base, Sparkplug was still analyzing the pod they had in storage. He then wiped more sweat off of it, and noticed the HYDRA logo on it. His eyes grew wide, and went over to his laptop, and did some digging on Project Arachnid. "Okay, it should be here somewhere." he said, as he kept looking. It is then that he is joined by Lance Hunter, who happened to have finished a date with Mockingbird.

"Blimey, what a wonderful night." Lance said, as he turned his attention to Sparkplug at his computer. "Sparkplug, is something on your mind?"

Sparkplug turned around, and jumped a little bit. "Lance, don't sneak up on me, dagnabit!" he then went back to his computer and showed Agent Hunter what he found. "I found out something about Project Arachnid." he showed the schematics, and a picture of the individual in the pod. "It turns out, HYDRA was working on a plan to clone Captain America."

Lace was mouth agape in dismay, "Why the bloody hell would HYDRA do that!?" he said.

"That's what I would like to know myself." Sparkplug said, as he searched some more. "It happened at the end of World War II. HYDRA got their hands on a sample of Captain America's DNA, and wanted to make another version of the Super Soldier Serum. I wonder what they made it for."

"Well, should we wake her up?" asked Lance.

"I think that would be a good idea." Phil said, as he walked in. "It would seem that this button opens it up." Coulson pressed the button, and the hatch opened up, and the girl that was in the pod began to stir. She opened up her eyes which were a lovely blue color.

"Ugh...W-wha...Where am I?" she asked. "Is it 1952 already?"

Sparkplug, Lance and Phil were shocked to see her wake up after so long. "Uh, excuse me, miss. What is your name?" Sparkplug asked.

She was silent for a few seconds, but she broke her silence, "Kaitlyn...My name is Kaitlyn Rogers...Who are you three gentlemen?" she asked.

Sparkplug went over to her and introduced himself, "My name is Lincoln Campbell, my friends call me Sparkplug. I'm an Inhuman Doctor, that can generate electricity." he gave her a demonstration of his powers, by shooting an offline L.M.D. (Life Model Decoy) with a electrical bolt.

Kaitlyn was shocked to see that. "Inhuman? What's that?"

"I was exposed to a Terrigen Mist, and it gave me superpowers." Sparkplug said, explaining how he got his electric powers. "Years ago, an alien race known as the Kree came to Earth to try and make an army of soldiers in their war against another race of aliens called the Skrulls. The Skrulls are shape-shifters. But, they were beaten by the Fantastic Four."

"All that aside, my name's Lance Hunter." Lance said, introducing himself. "A mercenary who was hired to take HYDRA spies down. I'm from Liverpool."

"And my name is Phillip Coulson, agent of S.H.I.E.L.D." Phil stated, this shocked Kaitlyn yet again. "HYDRA created you after World War II, and it was said that they wanted to you to be a Super Soldier with Spider DNA."

Kaitlyn was flabbergasted by this shocking development. "Well, what else has been going on?" she asked. "And, what's S.H.I.E.L.D.?

"Allot has changed since the war." Phil said. "S.H.I.E.L.D. is an acronym for Strategic Homeland Intervention, Enforcement and Logistics Division. It was founded by genius inventor Howard Stark, agent Peggy Carter and Steve Rogers/Captain America."

"I'm sorry, did you say...Captain America?" Kaitlyn marveled at that. "Astonishing!"

"Thank you, luv." Lance said.

"So, will you help us defeat HYDRA?" Sparkplug asked.

Kaitlyn thought it through, and answered, "Oh yeah!" she agreed to the offer. "Plus, I want to help Captain America...If what your saying is true, then I have his strength, and some spider powers. I also want to find out if he could be my father."

This sort of thing had Phil, Lance and Lincoln deeply surprised. Lance's mouth was agape again, as was Sparkplug's, while Coulson had a bug-eyed look on his face. What could happen if Captain America meets his clone "daughter"?

 **(Song Ends)**

To Be Continued...

* * *

Well, chapter 6 is officially complete. I'm just a little sad that the cartoon is finally ending after only four season. It lasted a lot longer than the X-Men 1990's cartoon, and holds it's record. I gotta admit, that is quite a feat. Hopefully it left you with some good memories. Plus, I'm working on another Ultimate Spider-Man fanfic that crosses over with InuYasha (one of my favorite anime shows). And, I hope you will enjoy that one too.

And I would like to give a big shout out to iPandaDrawer for allowing me to use her character Katie Rogers/The Astonishing Arachnid in this story. Thank you iPandaDrawer for your support!

Stay tuned for Chapter 7: Night Of The Spider-Wolves! Spider-Man and Black Widow go to Transylvania to save Captain America from HYDRA and Red Skull, but the two spiders along with Cap have been turned into werewolves. Red Skull also allies himself with Nightshade: a mad scientist who is responsible for their mutations, and it's up to the Howling Commandos to help Capwolf and the Spider-Wolves to stop Red Skull, Nightshade and HYDRA before they mutate the whole planet. Can the Incredible Hulk save them too? Find out next time!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	7. Night Of The Spider-Wolves!

How's it hanging, y'all!? ERoc901 Tha Clean Up Man and I are now getting ready for chapter 7. In this chapter: Spidey and Widow go to Transylvania to save Captain America who has been turned into a werewolf by Red Skull and HYDRA, who have allied himself with Nightshade, so it's up to Hulk and the Howling Commandos to help them out. Plus, Spidey and Widow are turned into werewolves as well, and have to find an antidote. What else is expected to happen and will Spidey and Widow's werewolf sides take over or can they break out of it and save Captain America all at once? Stay tuned!

* * *

Disclaimer: Same as before.

* * *

Chapter 7: Night Of The Spider-Wolves!

The night sky was peaceful yet frightening at the same time. Spider-Man and Black Widow were in the flying car, because they had been informed by S.H.I.E.L.D. Director Nick Fury, that Steve Rogers/Captain America had been captured by HYDRA and the Red Skull, and he might be held in Transylvania. Spider-Man was a little baffled about this, so now he and Widow are on the way to the drop zone.

"So, let me see if I got this straight." Spider-Man said, trying to keep his train of thought rolling. "Captain America was captured by HYDRA during a mission in Transylvania, and held him captive 24 hours ago, right?" he wonder as he spoke to Nick Fury, his face was on the screen.

"Right." Fury replied. "Not only that, but the Hulk went missing when he got lost in Transylvania as well."

The spiders eyes widened in shock. "But Fury, this doesn't feel right. At least of all not to me." Widow stated.

"Why's that, Romanoff?" Fury asked.

"Well, I've never told either of you this before." Widow stated. "About Transylvania, the last time I was there, I was turned into a vampire by Dracula when the Red Skull tried to recruit him to be part of the Cabal." she admitted, making Spider-Man fantasize about her vampire form hunting him down for his blood.

"W-W-What!? Widow, are you serious?!" Spidey exclaimed, feeling frightened by the thought. "You were turned int a vampire by Dracula himself?!"

"Yeah, and I didn't like it at all." Widow answered her boyfriend's question. "Being vampire was one of the most unpleasant experiences of my life."

Peter had a solemn look on his face, but it he then felt relief. "Well, it's a good thing you got better, Natasha." Spidey said. "Cause, if you had remained a vamp for too long, Blade would kill you due to his vendetta." he stated.

"True, but no, you're not gonna be dealing with vampires this time Spider-Man!" Fury confirmed firmly. "HYDRA has aligned themselves with the mad scientist who does research with neo-genetics that is capable of mutating people into monsters. Mainly werewolves."

Black Widow put two and two together, and knew instantly who it was. "Nightshade." she said bitterly.

"What!?" Spider-Man shouted in suspense. "Okay, what does a mad scientist like Nightshade and her horror movie based obsession with her neo-genetic research and HYDRA got to do with Cap and Hulk's disappearances in Transylvania?" he asked.

"I'm not sure yet, Spider-Man." Fury replied. "It's possible that they're all connected somehow. That's where you two come in."

The two spiders looked at each other. "But why us?" Spidey asked. "And what about my team at the Triskellion?"

Fury continued with the briefing. "Because, I wanted to see how you both will attempt to survive in a dangerous place like Transylvania." he said. "And rather than getting Power Man, Iron Fist, White Tiger, Nova and the rest of the Web-Warriors, I called on a team who is more than capable of dealing with the supernatural. They'll meet with the two of you once you get there."

"So you're saying that's it's not just a rescue job, but we also have to find out what Nightshade and HYDRA are planning with her neo-genetic research that can mutate people into monsters and stop them." Widow said, feeling determined to do this now more than ever.

"That's right, Agent Romanoff." Fury stated. "This is now a mission of monstrous proportions."

"Guess we could call that a horror movie mission then." Spidey joked.

In her thoughts, Widow said, "Okay, I know we're on a mission here, but he could at least be serious about it. Though I have to admit, that was a little bit funny,"

"It's not...Ugh..Never mind!" Fury deadpanned. "Just stop HYDRA, turn Nightshade in and rescue Captain America and Hulk at all costs!" he ordered.

 **(Everybody [Backstreet's Back] by Backstreet Boys plays)**

Widow's car was already approaching the appointed destination, the car landed in a clearing are not far from Dracula's castle. Owls began to hoot, the full moon was shining in the sky, and Spidey got out of his seat, and Widow set the cloaking device into motion. "Now that we're here, I think it's best if we stick together instead of splitting up." Widow stated. "After all, we're in dangerous territory since the creatures want to come out at night and give two spiders a fright." Widow said.

"You're telling me, Natasha!" Spidey replied, feeling somewhat frightened by how eerie it was out there. "Judging by the sight of the full moon, owls hooting, wolves howling and the fact that the dead might rise from the grave, this place is starting to give me the willies." he began to have shivers sent up his spine.

Natasha held him close to her soft bosom, and had a reassuring smile on her face. She placed her finger on his lips and shushed him up. "Like I said before loverboy, let's stay together." she said to him, as she stroked his head. "I don't like this place as much as you don't either, but if we're gonna save Captain America and Hulk, we'll have to get through this and..." Natasha paused when she heard a pack of wolves howling out loud. "Okay, now I'm worried."

Spidey then felt that tingling in his head. "My Spider Sense is going berserk." he said, as he saw a werewolf leaping right at them. "Duck!" he shouted as the spiders avoided the monsters attack. Then a whole bunch of them came towards the two spiders, "Oh my God! It's a werewolf pack!"

Their numbers were far greater than the two spiders could handle. "Now we're surrounded! Shit!" Widow complained.

The werewolves were snarling and grousing at the heroes. Spider-Man was still spooked by them all, "Hey, c'mon fellas. Maybe we can talk about NOT treating the two of us like your own personal chew toys?!" He shouted feeling distressed. "Or at least, teaching you some new doggie tricks so you could get a real doggie treat?" the werewolves continued to snarl and grouse at them, they lunged at the spiders, and started to fight them.

"I don't think they're listening, Spider-Man!" Widow stated. Just then, a shield that looked like the colors of the American flag was flying by them all.

"A shield?" Spidey wondered, as he saw it bounce back to it's owner. "That's Cap's shield. Which means...Cap's here to save us!" he said in excitement.

But then, Natasha saw a werewolf in the uniform that Captain America always wore into battle, and was very horrified by this shocking development. "Oh, shit and fuck. No, he's not. He's..." she stuttered. "He's now one of them!" Natasha shouted as the werewolf lunged at her and Spider-Man.

"C-C-Cap's a werewolf?!" Spidey shouting in wonderment.

"Not only that, he's Capwolf!" Widow shouted, as she dodged Capwolf's lunges and scratching claws.

"Someone pinch me so I can wake up from this monstrous nightmare!" Spidey screamed in horror.

* * *

As the spiders were facing Capwolf, Mysterio, Carnage and Harvey were watching it all.

"Ah, nothing like a little horror to send the spine chilling." Mysterio said, as he enjoyed the fight. "Carnage, are you wondering why I hired Nightshade to capture Captain America and the Hulk?"

"Indeed, I am." Carnage wondered.

"She felt the need to test out her new experiments, and needed some test subjects." Mysterio replied to the red Symbiote freak. "So, I gave some to her."

"Holy Brainstorms, that was brilliant, sir." Harvey said, as he entered the room.

"Yes, Harvey. I know." Mysterio replied back to his lackey.

"I also heard that Nightshade has another serum on her." Carnage informed to villain with a fishbowl head. "One that can turn people into babies. Is that true?"

"Every word of it." Mysterio replied. "Carnage old boy, you are very accurate."

"I do what I can." Carnage and Mysterio laughed evilly in unison, while Harvey left. He went into a room that Mysterio could not get into, and it looked like the set from Human-Ant and the Revengers, the new movie in which Scott Lang/Ant-Man was starring in.

"Phil, do you read me?" Harvey said, whispering into his watch. "It's Agent Andrews, so far no one saw me, and in my disguise as Harvey, I know exactly who has been sending all these villains after Spider-Man and Black Widow."

"Who is it?" Phil Coulson said, over the comm-watch.

"It's this guy named Quinton Beck." Andrews replied. "I think he wants revenge on Spidey for what he did to him before."

"Well, we'll inform Spider-Man another time." Coulson stated. "In the meantime, keep Mr. Beck distracted in any way you can think of."

* * *

Back in Transylvania, Spider-Man and Black had their hands full, as they tried to fend off Capwolf and his new wolf pack.

"Cap, snap out of it!" Spidey yelled. "It's us! Your friends, Spider-Man and Black Widow!" he began to punch him in the muzzle, and then sweep kicked himto the ground. Capwolf got back up, and charged at them again, and punched him in the jaw. "Ow! Okay, that actually hurt!" he said, wincing.

"I don't think he's listening to us!" Widow warned. "His mentality is all werewolf!" she tried to jump on him, but she got shoved down.

Capwolf roared in front of Spider-Man's face. "Whoa, Cap! Did you forget to brush your teeth lately?" Spidey inquired. "Because, you got dog breath written all over it!" he joked, only to get bopped on the head by Capwolf.

"I don't think he appreciated those dog breath remarks Spidey!" Widow stated, as she had a semi-angry look on her face and tried to get the other werewolves off her back. "And I sure as hell don't appreciate you furballs putting your furry claws all over my body!" she yelled, as she felt one of the werewolves groping her. She kicked that very werewolf in the eye. "Take that, pervert!" she huffed.

Spidey shot his webbing at Capwolf, covering him with it. "Gotcha Capwolf! Now hold still so I can..." he was about to switch to a different costume, only to get pounced from behind by another werewolf. "Gah! Get off me, Shaggy! You're drooling all over my new costume!" Spidey shouted. The web-head turned his attention to Capwolf, who used his strength to break through the webbing. "Oh, shit!" Spidey gasped as Capwolf howled very loudly and the werewolves grabbed both of the spiders.

"Okay, this isn't going well!" Spidey stated, as he struggled, but to no avail. "When this is over, I'm gonna stop watching scary movies for a while!" he said.

"I agree with you on that one!" Black Widow confirmed.

"Let's bring them to our masters!" Capwolf spoke, in a raspy deep voice.

"Whoa. Capwolf can talk?" Spidey wondered. "That's weird." he commented as Capwolf pulled out a smoke pellet and threw it on the ground.

"Bozhe moi! Knockout gas!" Widow feared.

"That really sucked!" Spidey coughed, trying to filter the gas out of his mask. "No pun intended."

"That's. Not. Funny." Widow coughed right before her and Spidey passed out, and Capwolf and his werewolf pack brought them to their so called masters.

 **(Song Ends)**

* * *

After the fight, Spider-Man woke up moaning. He also noticed that he and Black Widow were bound in chains.

"Where on Earth are we? This place is creepy as all hell. Hey, what's that sound?" Spidey yelped as he heard the growls, roars, snarls and howls around him and the unconscious Black Widow, and he saw cages filled with mutated creatures going rabid and wild like caged animals. "Holy crap! Nightshade must've gone overtime with those mutations! Looks like HYDRA is planning something big with that monster making maniac's experiments!" he stated, as Black Widow began to stir.

"Black Widow, you're awake!" Spidey said, feeling relieved that his girlfriend was alive. "Natasha, are you alright?" he asked.

"Yeah, I'm fine." Natasha replied. "But, I gotta ask. Where are we?" as she looked around herself.

"We must be in some kind of castle." Spidey stated. "And judging by the mutated monsters in cages, Nightshade and HYDRA are plotting to use Nightshade's work to spread fear and weirdness into the hearts of every man, woman and child on Earth."

"I think you're right on the spot, web-head." Widow replied, denoting she was starting to admire he keen eye. "And not only that, but they first targeted Captain America and changed him into a werewolf to lead their army." she continued the explanation.

"But Cap would never do that, unless..." Spidey gasped for a bit and then put two and two together.

"He was under mind control!" the two spiders said in unison. Then they heard the sound of evil laughter in the background. "That's gotta be Cap's longtime nemesis and Nightshade, laughing at us in the shadows, isn't it?" Spider-Man wondered.

And out of the shadows stepped a woman with brown skin and short puffy black hair, dressed in a black outfit with a fur collar, next to a man with a black armor suit that looked like it was stolen from Iron Man's locker, and his whole head was red, and looked like it was burned. This was Dr. Tilda Johnson and Johann Schmidt, Nightshade and Red Skull, both of which are enemies of Captain America, who is still in his werewolf form.

"It seems as though you spiders have it all figured out." Red Skull said, in his German accent.

"Yep, that's Red Skull all right." Widow said to herself.

"Vell, it seems zhat ve meet again, Black Widow." Red Skull stated, as he looked at Natasha, then he focused his attention to the web-slinger. "Und, for you, Spider-Man, we finally meet."

"My thoughts exactly, Red Skull!" Spider-Man spat, as he then turned over to his cohort. "And I take it that you're Nightshade, the one who conducted the neo-genetic experiments, and turned Captain America into Capwolf?" he asked.

"Damn right, honey." Nightshade taunted. "And judging by the way you talk a lot of shit with that mouth of yours and the fact that you think like a scientist because of your interest in science, your reputation proceed's you as well."

"Thanks for your compliments and all but I don't talk shit, I only do jokes!" Spidey countered at the mad scientist. "All of that aside, why use your intellect and turn to a life of crime? You could've used it to save lives instead of destroying them!" he ranted.

"To hell with dat!" Nightshade shot back. "It's not easy for a black woman like me to be born in the mean streets of NYC, especially when I used my extensive knowledge to become a criminal mastermind when I was a teenager." the mad scientist was willing to tell the spiders her life story. "A man named Yellow Claw helped me develop a method for turning humans into obedient werewolves. I used my experiments to turn convicts into werewolves, but Captain America and S.H.I.E.L.D. stopped me and turned me in." she stopped telling them her story after that. "HYDRA broke me out of prison, and I joined up with Red Skull to develop a plot of transforming the whole planet into mutated monster!" she laughed evilly.

Spider-Man was a little bit worried about that. "Okay, if you're not limited to wolves, what sort of mutated monster are you thinking of?" he asked.

"Different kinds of animals, baby." Nightshade replied. "They make obedient pets."

"Okay, now you're just creeping me the frick out." Spidey countered, denoting that he was starting to feel spooked. "I hate to say this, but you have failed to realize that those doggies of your have a deadly case of dog breath and fleas on their fur." he retorted.

"SHUT UP FOOL!" Nightshade snapped, at the web-slinger's insult. "Don't make fun of my babies like that or else..." she warned.

"Enough Nightshade!" Red Skull stated. "Perhaps it's better to demonstrate our power by giving zhe Spiders a preview of our plot." he then had one of the HYDRA soldiers, and he grabbed a needle full of the werewolf serum, then handed it to Nightshade.

"Wait!" Spider-Man said, feeling startled. "You're not thinking about inject the mutation serum into us, are you!?" he freaked.

Nightshade began to think. "Since you put it that way, yes!" she said. But then Black Widow, busted out of her shackles, and so did Spider-Man, and they began to fight off the HYDRA agents all at once. Widow used her Widow's Sting on a group of them, while Spider-Man used Web Bullets on them. Little did they know, a sniper duo had the two Spiders in their sights. The shot did not make any sound at all, and little did Spider-Man and Black Widow notice, the darts hit them in the right arms. Nightshade and Red Skull were in the next room.

"That takes care of the HYDRA goons!" Widow said.

"You got that right." Spider-Man said, as he and Natasha high fived each other. "Now, to get Red Skull and Nightshade, and turn them in!" Then Red Skull began to laugh evilly.

* * *

The two Spiders were a little bit confused by the enemies laughter.

"What may I ask is so funny?!" Spider-Man demanded.

 **(Animal I Have Become by Three Days Grace plays)**

"Fools! You just got injected with zhe verevolf serum!" Red Skull stated, and the Spider's both noticed the needles in their arms. "Your fates have been sealed!" he laughed evilly, along with Nightshade.

"WHAT!?" The two Spider heroes said in dismay, as they noticed this sort of thing.

"That's right, y'all!" Nightshade said, tauntingly. "Once you become my werewolves, your asses will belong to me and HYDRA!" she laughed evilly.

Spidey then began to feel his vision distorting, and his head began to hurt. "Oh no! I suddenly feel weird." he said, as he started to feel his hand start to jitter.

"Me too!" Widow said, but her voice began to sound less womanly. "AH! My voice, I sound like a man!" but that was not the only thing. Her eyes began to glow yellow, like they were the eyes of an actual wolf.

"And your eye's are glowing too!" Spidey stated, as his voiced began to sound a little deep. He then noticed that Widow and himself started to get jagged teeth in the front of their jaws. "Fangs? I got fangs?!"

"Spidey, we're chaning!" Widow panicked. "After that, Nightshade will control us!"

Spidey then thought of an idea, "C'mon! Let's get outside and get as far away from here!" he said, to his lover. "That way, they won't control us!"

"Then we'd better hurry up! We're changing!" Widow replied, as she felt a sharp pain on the side of her head. "Damn, that really hurts!" she then felt her breasts starting to get bigger, and if Spidey felt his member getting stiff, but returned his focus to getting out of there. "Ugh, great, now my boobs are bigger!" she complained.

"You can run Spiders, but you can't hide forever!" Nightshade teased the Spiders evilly. "All right, my babies! Find them, and bring them back to us alive!"

"Come, Nightshade!" Red Skull said, placing his hand on her shoulder. "Ve must make preparations for using your research to mutate zhe entire vorld! Ve'll deal vith Spider-Man and Black Widow later." he walked with her into their other laboratory they had hidden from the other members of the Cabal.

"That I can't wait for." Nightshade did her evil laugh, along with Red Skull again as they walked off.

After the spiders had bolted off they soon realized that had gotten faster, and got out of there quicker than they thought. Widow soon had a look at her hands, and noticed that her nails were getting longer, as was her hair. "Oh God. My nails are turning into claws!" she shouted, but then here ears began to get pointy. "Ah! My ears!" she then heard a lot of loud things, and could not block them out.

"Hang in there, Nat! We're almost there!" Spidey said, as the went back to the clearing. But also, Natasha began to feel a tail coming out of her behind, and the same thing happened to Spidey. "Then again, maybe not!" Spidey and Widow gave in and completely transformed into werewolves and let out a very loud howl, facing the full moon in the sky. The noise was so loud, it woke Odin, the father of Thor.

"Aw I can't believe this! We've been turned into werewolves!" Spidey complained.

"More like Spider-Wolves to be exact!" Wolf Widow corrected. "And I just shaved my legs this morning!"

Just then, Spidey-Wolf had a terrifying thought. "Aw man! If I show my furry face back in NYC, ol' Jameson is gonna call me a monster menace and Aunt May, who is still on vacation, is gonna have a heart attack or cardiac arrest if she sees me like this!" he screamed in fright, until Widow-Wolf smacked his muzzle, and kissed him in the front of the muzzle, to comfort him.

"Snap out of it, sweetheart!" Wolf Widow said, stroking his head. "We'll figure a way to get back to normal. But we have to keep our minds on the same page!" she stated as she held him like a comforting mother.

Spidey-Wolf took a few deep breaths, and said, "You're right, babe. Also, stop me if I'm wrong, but did your bust size increase?" he pointed at her new...assets.

She then looked down at her bosom, "Yes, it did, you doof!" she stated, as she blushed, covering her chest, but then felt fur on it, yet she ignored it. "Anyhoo, if this happened to us, then they'll do the same thing to the entire world." Wolf Widow summarized. "We've got to stop them and find the antidote. It's our only chance."

"I hope you're right about that, Natasha." Spidey-Wolf said, "Because there is no way in hell that we're letting them get away with making Spider Teen Wolf outta me, and a Shaggy Black Widow Wolf outta my beautiful Russian girlfriend!" He directed, making Natasha smile, even if she had a muzzle. "Oh shoot!"

"What's wrong, loverboy?" Widow-Wolf asked.

"I got Fleas!" Spidey-Wolf said, as he began to scratch and bite at himself.

"Bozhe Moi! Me too!" Wolf Widow said, as she soon felt them biting at her. Just then, another bunch of brainwashed werewolves came into the clearing, and began to charge at them like an unstoppable avalanche. If help didn't come soon, the Spider-Wolves were doomed. "Damn, their coming back!" Widow-Wolf said, as she got over her itching quickly.

The Spider-Wolves fought them off one by one, but soon noticed that some came in greater numbers. Widow-Wolf used the stingers on them, and was surprised. "Hmm, so they work even when I'm wolfed-out. Nice." she said.

Spidey-Wolf however was using his webs to yank some of the monsters away from him and his girlfriend. Just then, a werewolf jumped onto him and punched him really hard. Then that very creature grabbed him by his new tail, and swung him in a circle. "Oh, Shit, that hurt!" he winced.

Wolf Widow knocked the monster down and ran over to Spidey-Wolf. She checked his neck out to see if he was still breathing. "Spidey, are you alright?"

"Ugh, yes and no." Spidey-Wolf said to his lover. "I just got my furry tail handed to me. Those monsters are no joke." He retorted.

"To be honest, I have been used to your wisecracks, and your jokes." Widow-Wolf said with a smile on her muzzle. "But right now, we gotta figure something out. Where the hell is that team Fury called?" She wondered, as a bunch of werewolves tried to corner them, but then a sound had penetrated the clearing.

"Hey, was that a Machine gun I just heard?" Spidey-Wolf wondered.

"Yeah." Wolf Widow said as they were approached by another bunch of Monsters, only one was a big guy with stitches all over him, and a machine gun for a right arm and bolts on his neck. And next to him were a man wrapped in bandages and in an Egyptian headpiece, a werewolf in a S.H.I.E.L.D. uniform, a guy that looked like a walking pile of moss and a guy with tattoos on the back of his head and shades. This was the Howling Commandos: Frankenstein's Monster, N'Kantu the Living Mummy, Jack Russle/Werewolf By Night, Dr. Ted Sallis, the Man-Thing and Eric Brook, also known as Blade the Daywalker.

"Howling Commandos, let's kick some ass!" Blade said, as he waved his swords around and charged at the beasts.

"Blade and the Howling Commandos have arrived!" Spidey-Wolf shouted in excitement. Jack Russel body slammed one of the other werewolves, and Frankenstein's Monster blasted another platoon of them. N'Kantu wrapped them up in his bandages and spun them around in circles, and Man-Thing burned another bunch.

"I gotta say, it's about damn time!" Wolf Widow said. "I got fur all over my body and my beautiful face thanks to Nightshade and Red Skull!" Widow-Wolf then accidentally hurt the inside of her mouth. "And my fangs made me bite my tongue ."

"Translation, being a werewolf sucks." Spidey-Wolf said, in complaint.

 **(Song Ends)**

Jack went over to them, "Yeah, well that's because you're not used to being effected by Lycanthropy like I am." he said. "And trust me when I say this. Being a werewolf is not a gift, it's a curse."

"Being a monster is indeed a curse." N'Kantu added to Werewolf By Night's explanation. "But, we use it for the greater good."

"Yeah, Spider-Man, Black Widow..Nightshade lady do this?" Frank asked.

"Yes, she did indeed." Widow-Wolf stated. "And, we're trying to find an antidote. They already brainwashed Captain America."

"We will make 'em pay for that!" Man-Thing said, as Blade took down the animals with his martial arts skills, until he was taken down by a werebat creature as it hissed in his face.

"You're not a vampire, but you're one ugly muthafucka! And it's obvious that you don't know who you're fucking with!" he said as he punched the creature in the eyes, and pulled on it's ears, causing it to fall out of the sky.

Spider-Wolf was shocked to see that, "Wow! Blade looks extra cranky tonight!" he said.

Widow-Wolf turned her attention to the lad. "Spidey, he's been like this ever since his mother was bitten by a vampire on the day he was born." she said.

"Is that true, Blade?" Spidey-Wolf wondered about that.

"Every word of it, wall-crawler." Blade said, "A man by the name of Deacon Frost turned my mother into a vampire and made me what I am today. But I fought that piece of shit and killed him years ago. I kept on hunting and killing vampires ever since that day. And believe me, I'm good at what I do." he bragged a little bit.

"I literally see your point on that, Blade." Spidey-Wolf said, and he began to scratch himself again. "Aw, man! These fleas are killing me!" he complained again. Widow-Wolf could understand .

"That's why I hate being a werewolf!" Widow-Wolf said, agreeing with him. "No offense, Jack."

"None take, Natasha. In other words, I told ya so." Werewolf By Night said back to her. Blade had a sneer of hatred in his eyes, as the rest of the Howling Commandos followed him.

"Damn, Nat." Spidey-Wolf said. "That guy reminds me of Wolverine."

"Spidey, darling, if you're gonna compare Blade to Wolverine, I suggest you tread lightly." Wolf Widow warned, as she put her arm around him.

"I will, babe." Spidey-Wolf agreed to what she warned him of.

Man-Thing wondered what was with them, "Hey are you two dating or something?" he asked.

"Yes!" the two Spider-Wolves said in unison. Man-Thing and Frankenstien gave them the thumbs up, as did N'Kantu and Werewolf By Night.

"Don't worry. I won't tell Nick Fury." Blade said, turning his head around. "Your secret's safe with us." he smiled.

"Thank you, Blade." Wolf Widow said.

* * *

While they were walking back to Nightshade's laboratory at the castle, the had no idea that Capwolf was waiting for them to show up.

"So, Natasha Romanoff, you were once turned into a vampire when last you fought Dracula. Am I correct?" Man-Thing wondered.

"Yes, you are indeed correct, Man-Thing." Natasha replied. "And I know that you were once a doctor named Theodore Sallis, but soon became one with swamp moss and murky water."

"That I was." Man-Thing added. "And you, Spider-Man I know about what happened in your life." Spidey-Wolf was stunned to know that. "A while back you lost your Uncle Ben, because he was shot by a mugger, and you were your mask to try and make him proud of you again."

Spidey-Wolf felt amazed by what the swamp creature said to him. "Whoa, you really narrowed it down, Man-Thing." he said.

The walk back was over, and they all stood by the entrance. The Howling Commandos and the Spider-Wolves had to be ready for anything and anybody suspicious. "We're back at the castle." Wolf Widow said, as she got the scent. "I'm glad this werewolf nose came in handy. Nightshade's stench is all over this place, as is Red Skull's."

"Well, at least that was a good thing that came out of this mutation madness." Spidey-Wolf responded.

"Now all we gotta do is stop these creepazoids and find the antidote that will get us back to normal." Wolf Widow said. Just then, Capwolf and the pack of werewolves from before appeared in front of the castle.

"After we snap Captain America back to his senses and tame these wild beasts." Spidey-Wolf said, but he had to tread carefully. "No offense, everyone."

"None taken Spidey." Wolf-Natasha said.

"Actually, I take that as a compliment." Werewolf By Night said.

"Fair enough." Spidey-Wolf said, as he punched a werewolf with a pointy Mohawk haircut in his head. "Let's get this over with before we get weirder for no reason." he said again.

"My thought's exactly, Spider-Wolf." Blade said, as he got out some Tonfa's and began to battle them.

"Get them!" Capwolf said, while still in his brainwashed state.

 **(Wall To Wall by Chris Brown plays)**

Both sides clashed, and there was not a shed of blood to be spilled. Blade used his new Tonfa's to knock a few down. Werewolf By Night and The Living Mummy did a combination move, by N'Kantu wrapping a few of the beasts in his bandages and spinning them into the air, causing Jack Russel to power bomb them to the ground. Frankenstein and Man-Thing used some swamp gas to make a few of them pass out from being unable to breath, and some of them got blasted by Frankenstein's gun, and whacked by his mallet. The Spider-Wolves went after Capwolf, to try and snap him out of his brainwashed state.

"Nothing personal guys, but we have a world to save! So get out of my way!" Werewolf By Night told his fellow werewolves as he savagely took them down to the floor of the castle.

"Ha! Mangy mutts can't bite me and turn me into one of your own!" Frankenstein said to the werewolves as he whacked them with his mallet. "Me already a monster." he stated as some of them got blasted by his weapons.

"So am I!" Man-Thing agreed with what Frank had said. He kept burning them, and they yelped in pain.

Blade kept bashing and bashing the monsters. "It's a good thing Nightshade didn't make any Lycan familiars out of anyone else." he said, as he kicked on in the groin area, and another in the shins. "Because if she has, fatal mistake on her part."

Capwolf tried to block Spidey-Wolf and Wolf Widow, but Spidey-Wolf used his new strength to lift Capwolf over his head, and the attitude adjustment and then a leg drop. "Cap, you're gonna regain your senses even if it kills us! One way or another!" Spidey-Wolf said.

"Never! You will both die!" the brainwashed Capwolf countered, as he got back up.

"Terribly poor choice of words, wolfie." Wolf Widow said as she used her stingers on him, but he was not effected. So, she resorted to her glowing batons. Capwolf countered with flying kick, but Wolf Widow dodged it, only to have Spidey-Wolf karate chop Capwolf in the back of the neck. Capwolf got angry with the way he did that, yet Spidey-Wolf was not moved. Next, Capwolf knocked them back to a wall and they were hurting in the head a little bit.

"Man, the three of us are evenly matched opponents!" Spidey-Wolf stated the obvious. "We mixed our abilities with the werewolf powers, and it's still not enough to take Capwolf down!" he complained.

"Unbelievable!" Wolf Widow agreed with that complaint. "If we don't get Cap to resist Nightshade's hold on him, we'll never stop her and Red Skull from mutating Earth!"

However, Spidey-Wolf was not ready to give up so easily. His determination began to kick in. "We gotta keep trying Widow!" he said. "Captain America wouldn't give up on us, so we're not gonna give up on him!" he reassured.

Wolf Widow smiled. "I hope you're right, Spider-Man." she said.

"Now it ends!" the brainwashed Capwolf shouted, as he was about to attack them but he stopped dead in his tracks, and started cradling his head in pain. "AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGGGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHH!" he shouted.

"Cap, what's happening?" Wolf Widow asked.

"I'm...trying...to regain...control...of myself!" Captain America said in his own voice.

"Fight it Cap! Don't let Nightshade control you! You can do it!" Spidey-Wolf said, trying to boost the captain's confidence.

"You're right!" Cap said regaining his self control. "I might be a werewolf on the outside but on the inside, I'm Steve Rogers, Captain America!" he finally got control of himself again.

"Cap!" Spidey-Wolf and Wolf Widow said together, feeling relieved as they raced over to him.

"Resisting Nightshade's influence is tough, but he did it." Spidey-Wolf said, as he checked his pulse. "He's gonna live."

"Checking his pulse, brilliant!" Wolf Widow said, kissing him on the cheek. "Cap, are you alright?" she asked.

"I am now. Thanks to you both." Cap said, speaking in his normal voice.

* * *

All the while, Blade and the others were busy dealing with what remains of the werewolf pack that was led by Capwolf. Blade had just finished taking the last one down, for good. "guess that takes care of these damn furballs." Blade said. "I'm pretty sure there's more inside this dump."

"Blade, Howling Commando's?" Cap asked as he looked at them. "So, Fury sent you all to find me."

"Yeah, but Black Widow and I ended up in the same boat as you are Cap." Spidey said trying to get his normal voice back, and believe it or not, it worked.

Black Widow, still in her werewolf form, then pointed out as she got her normal voice back a little bit, "Tell me about it." she said. "I got fur all over my body, and it's covering my boobs!" she then lifted her bosom up, perking it then she let go of it. "And another part of being a werewolf is that I'm covered with fleas!"

"Well, to be honest with you Natasha, I can relate to the same problem I got as Capwolf." Steve said, letting them know how he felt as that other side of him. "Normally, you were calm, cool, collected and professional when you're doing your job, but it seems you're acting a little different lately."

"It's a long story Steve." Widow replied. "I'll tell you about it when the time is right."

"Fair enough." Cap said, as he got back to the task at hand. "I juts thought I'd bring that up when I saw you putting your hand on Spider-Man's chest."

Widow noticed that she had her hand on Spidey's chest, and felt her heart beating rapidly. "Um, we'll talk about that later, Cap." Spidey said, changing the subject. "Right now, we got bad guys to stop before they use Nightshade's mutation serum to mutate the entire planet!" he said, feeling fired up for a fight.

"Then let's move!" Cap said, picking up his shield. "We got no time to lose." he then turned his head toward the Daywalker. "Blade, are you willing to help me out?" he asked.

"You know it, Cap." Blade said, shaking Cap's hand.

 **(Song Ends)**

* * *

Nightshade and Red Skull were speaking to Mysterio and Carnage who were watching this whole thing.

 _"It would seem as though the timetable should be stepped up."_ Carnage said, over the video speaker.

"Ja, excellent suggestion, Herr Carnage." Skull said, agreeing with the savage Symbiote.

 _"Nightshade, make haste!"_ Mysterio stated. _"Spider-Man is almost there, and if you get him before me, I might consider helping you find a husband."_

"Well, it would be nice to have a hubby someday." Nightshade liked the sound of that. "I accept!"

 _"I knew you would."_ Mysterio said. _"Mysterio and Carnage out!"_ they shut the comm-link on their end off.

"Vell, ve must not delay!" Red Skull said. "Nightshade, get the serum ready!"

"At once!" Nightshade said, getting to work.

* * *

Some time later, they got into Nightshade's laboratory, and they broke down the door.

"Now that we're back in the lab, let's see if we can find the antidote to cure the three of us and everyone else who had been changed into monsters back to normal." Cap said, as he looked over every inch of the place.

"The sooner, the better." Spidey-Wolf said, but then he heard footsteps approaching using his werewolf ears.

 **(Thriller by Michael Jackson plays)**

"How about never!" Nightshade said, as she stepped out of the shadows in a silver-plated armor suit. "We knew you came back after we loaded up the mutation serum into the HYDRA Plane."

"Give it up, Nightshade and Red Skull!" Cap said, pointing his finger demanding her surrender. "I won't let you get away with making monsters out of innocent civillians!" he ranted.

The two villains were not surprised. "So, you freed yourself from Nightshade's power over you, did you Captain America?" Skull asked.

"With some help from the Spiders and the Howling Commandos!" Cap shot back.

"No matter!" Red Skull retorted. "Zhe plot shall proceed as planned, and you vill fail trying to prevent it!"

"At least you made more sense than Doc Ock!" Spidey-Wolf said.

"For once, ve agree on somezhing." Red Skull added.

Spidey then turned his head over to the female villain."And Nightshade, what's up with that silver armor of yours?" he wondered. "Are you scared of being bitten by your "pets" and becoming one of them?" he joked.

In her thoughts, Wolf Black Widow laughed. "I gotta admit that was very good. His sense of humor is just one of the things I love about him."

"Shut up, wolf boy!" Nightshade countered. "My babies know their place! Like all y'all, especially the Daywalker there!" she pointed her insults at Blade, making him angry.

"Oh, shut the fuck up, bitch!" Blade shot back to the villain.

"Language, Blade!" Cap said.

"God dammit, Captain!" Blade ranted at the super soldier. "Have you lost your mind!?"

"It slipped out." Cap replied.

Werewolf By Night began to feel enraged by this whole thing. "I dunno about you guys, but, I'm starting to lose my composure." he said.

"Then refocus yourself, Jack Russel." N'Kantu instructed. "Let us stop them, before they attempt to get away with that mutation potion!" he planned, outside of Blade's command.

"Oh no you don't!" Nightshade stopped them. "I got's me a 'hulk-sized' trump card up my sleeve!" she then let out a whistle and the ground began to shake the very foundation of the castle.

"What was that noise?" Spidey asked.

"Oh damn." Wolf Widow gasped.

"Got that right, bitch!" Nightshade taunted. "Out of all the monstrous I made so far, this is my beautiful gamma radiated masterpiece! I know t'all know what I'm talkin' 'bout." in stepped a overly muscular man with green skin, and looked like he had a dark green mane. It was the Hulk, but in a more monstrous form.

"It's the Hulk! He's been turned into a giant were-lion!" Spidey shouted in horror.

"Hulk as a were-lion? That's worse!" Widow said in dismay.

"Most definitely!" Cap added.

"Vere-Lion Hulk, destroy zhem all and let nozhing und no one stand in your vay!" Red Skull ordered.

"WERE-LION HULK SMASH!" the overly muscular giant shouted as he charged at the heroes.

Just then, Blade thought of a plan. "We'll keep the Hulk busy!" he said. "Go and take these fools down!"

"I got Red Skull!" Cap stated, wanting to reignite his old rivalry.

"Guess that leaves Nightshade to us Widow!" Spidey said with a rage burning in him.

"And rightfully so!" Widow said, winking at him.

* * *

The heroes all clashed with the villains and brainwashed hero, Frankenstein was locked up with Hulk, and began to push him back. Cap was trying to take Red SKull down, while Spidey and Widow in their werewolf forms went after Nightshade.

"Quickly! Ve must take off with zhe serum and convert it into gas!" Red Skull instructed Nightshade as he tried to hold Captain America back. "Once ve target New York City, ve vill turn zhe entire monstrous population against zhe Avengers und S.H.I.E.L.D.!" he said, revealing his plot.

"Not on our watch you won't!" Cap said, as he tossed his shield at the Skull's head, and it ricocheted back to his arm.

"Alright Nightshade! Give us the antidote and you won't get the fuck beaten out of you!" Spidey said, feeling very angry. "Widow and I getting sick an tired of being werewolves and we'll do anything to change back to the way we were!" he demanded with his eyes glowing yellow.

"Now had over the antidote quietly or you get cut open!" Widow also said, feeling angry about what happened.

"I don't think so." she got out a control device, and spoke into it. "I now command you two...To fight each other!" she laughed evilly.

Spidey and Widow soon felt dazed. "What? What did you do to us?" he wanted to know, as he stood in front of Wolf Widow.

"Sh-She used her device to put her hold on us and turn us against each other!" Wolf Widow said, feeling some sort of pain in her and the two Spider-WOlves began to fight each other, unintentionally. Nightshade watched on as this happened.

"That's what happens when you turn into my monsters by my serum!" Nightshade taunted again, then laughed evilly. "As long as you're stuck in werewolf form, you'll be under my power forever!"

Captain America saw what was going on. "Spider-Man, Black Widow fight it! Don't let Nightshade control you!" he shouted at them to try and get through to them, but then Red Skull got out his electric whip and grabbed Cap by the arm.

"You star spangled fool!" Skull said, taunting his mortal enemy. "You let your emotions get zhe better of you! Zhat's why men like you are weak, and why men like myself are zuperior!" Red Skull bragged in Cap's ear.

"Don't count on it Skull!" Cap said, wolfing out and using his willpower to block the savagery of his wolf side. "Besides, I found someone I can sink my teeth into!" he said with a threatening tone.

"You vouldn't dare!" Skull said, feeling frightened.

"I would!" Capwolf said, with his eyes glowing yellow.

* * *

As Capwolf now on the side of good fought the Skull, Frank was still wrestling with the Were-Lion Hulk, while the rest of the Howling Commandos all got him back up. They all tried to make sure that Frankenstein would win.

"You may be strong, me stronger!" Frank said, pushing him back.

"Wrong!" Hulk said, while still in his brainwashed stated. "WERE-LION HULK STRONGEST THERE IS!" he ranted back at the reanimated corpse. But the next thing that happened was Man-Thing ensnaring the gamma giant in his vines.

"I got him!" Man-Thing said, as he struggled and strained to hold him. But he broke free. "Maybe not! Our efforts of stopping him are not working!"

"Not even our abilities are enough to neutralize him!" N'Kantu added.

"Now what ol' fearless vampire slaying leader?" Werewolf By Night wondered teasingly, causing Blade to snarl.

"Shit!" Blade cursed. "I really hate to say this, but until Captain America, Spider-Man and Black Widow get the antidote and do something about that son of a bitch, we'll have to hold out until they do."

* * *

All the while, Capwolf and Red Skull were still taking it out with each other. The fight got really intense when Cap tried to reach his shield, but got bounded by Red Skull's whip. "Ha! I have you, Herr Captain! Now suffer!" Skull electrocuted Capwolf which caused him to scream in pain while Red Skull laughed evilly at his expense.

While the Spider-Wolves were mind-controlled into fighting and destroying each other, Nightshade laughed in a teasing manner. "That's right you two! Kill one another!" she said maniacally. "It would be sweet for me to taste victory while you waste each other to my black hearts content." she laughed evilly again.

Red Skull yanked Captain America over to him, and said, "Now Captain America, zhis end now!" he said trying to punching him in the heart, but he break the whip, and claws his enemy in the face.

"Sorry to disappoint you, Red Skull but the only way it'll end is when I beat you again." Cap countered him by slamming his shield in his body multiple times.

"N-NO! It cannot be!" Red Skull said, in horror

"Oh yes it is!" Capwolf said, grabbing his shield again. "You're going back to the Raft this time!" he ordered.

"NEVER!" Red Skull shouted. "I'd rather bring zhe world to it's knees zhan be imprisoned again!"

"Poor choice of words, you red faced bonehead!" he said, scratching his face again, causing him to scream in pain.

"How dare you!?" Skull shot at the patriotic super soldier.

 **(Song Ends)**

* * *

During the struggle between the brainwashed Spider-Wolves, they were about to finish each other off but they looked into each others eyes instead.

Nightshade was baffled by this whole predicament. "What the hell are you two doing!?" she shouted in complaint. "Kill each other! I command you!"

"N-N-Natasha." Spidey said, to his Russian girlfriend.

"Peter." Natasha said as she looked deeply into her boyfriend's eyes.

"I don't want to hurt you." Spidey-Wolf said. "I love you."

"I love you too." Natasha replied.

Nightshade was shocked to hear those very words coming from them. "They're dating?" she thought. "That I didn't notice." But then she snapped out of it and yelled, "Nooooooooooooo! You can't do this to me! I turned you into werewolves! You're supposed to OBEY ME!" she shouted at them, but Spidey-Wolf threw a rock at her head, and it hit her hard.

"Not anymore you monster movie obsessed maniac!" Spidey-Wolf said in a terrible rage directed at Nightshade. "If you won't give us the antidote, then we'll use one of your mutation serums against you! Won't we babe?"

"Damn straight we will, sweetheart!" Wolf Widow said to her man. She began to look in the she had dropped. "Now, what do we have here?"

Nightshade panicked and ran at them wielding a pipe, "NO! Don't you dare touch my serums!" she yelled as she charged at the Spider-Wolves. "Do you have any idea how hard I worked on these babies to create my army of monsters?!" she demanded.

"Yeah, but we're gonna undo it!" Spidey-Wolf shot back. "Besides, not all people deserve to be monsters, except those who do bad and worse things to people!"

"Seriously Nightshade?" Wolf Widow asked, as she noticed a serum with a bottle on the needle. "You created a serum with a baby bottle logo on it? What the hell does it do?" she wanted to know.

"Yo mama!" Nightshade said.

"Since she won't tell us where you hid the antidote, Black Widow, then inject her with that one instead!" Spidey-Wolf instructed to his lover.

"Sounds like a good idea, loverboy." Wolf Widow said, as she got the said needle out and got ready to inject the villainess with the baby serum.

Nightshade then had the black light bulb go on in her head. "Oh, no you don't!" she said, getting her control device out again. "I got one last trick up my sexy sleeve." Nightshade put the communication link on. "All my beautiful monsters! Come to me and destroy the heroes! Now!" she ordered, and then more monsters showed up, and they all had the DNA of tigers, bears, coyotes and rabbits.

"Aw, danged!" Spidey complained. "The monsters are a comin'!" he said, as the beasts approached.

"Hell yeah, web-head!" Nightshade teased the werewolf-ized youth. "Soon, you'll be dead meat for my creatures of the night and there's nothing you can do to..." she taunted, until Wolf Widow spun her around.

"Shut up!" Wolf Widow said, as she injected Nightshade with the serum. Nightshade began to scream as she got turned into a baby right in front of them crying at the top of her lungs. Wolf Widow let out a chuckle, "Well, what do you know? The serum I injected Nightshade with turned her into a baby." her and Spidey-Wolf laughed at this development uncontrollably.

"That's another super-villain's evil scheme epic fail on her part." Spidey-Wolf said as he stopped laughing. "Since the monsters are coming and possibly the Hulk in his were-lion form, I got an idea!"

Wolf Widow raised her eyebrow, "Let me guess. You're gonna use the machine that converts the serum into gas?" she asked.

"Yep!" Spidey-Wolf replied. "Except you and I replacing it with the antidote, if we can find it."

"Speaking of which, Nightshade could've kept it in her clothing the whole time!" Natasha said, feeling infuriated. "That bitch!"

Spidey then brushed his wolf-claws through Natasha's werewolf mane. "Easy there, Nat." he reassured. "I'm sure she'd keep it hidden inside her clothing just in case she got injected by the serum and turned into one of the monster she created as a contingency play." he debriefed.

"Well, enough talk, web-head!" Nat shouted. "Hurry up and get thingamajig running!" she ordered her boyfriend.

* * *

Meanwhile, the Howling Commando's were having a bit of a problem with were-lion Hulk, as Capwolf was bashing up Red Skull, like he usually does.

"Gang way!" Werewolf By Night said, as he and the Commando's are being pursued by the were-lion Hulk and the entire army of mutated monsters. Just then, Blade used knockout bomb on the monsters to make them pass out.

"We've stalled them long enough!" Blade said. "Have you found that damn antidote yet?"

"I have a summation about it, but in a way, yes!" Spidey-Wolf replied to the Daywalker. "And I'm on the trail of it right now!" then he went over to the baby Nightshade, and interrogated her. "Now, for the last time Nightshade, where the hell is that antidote!?" he demanded.

Nightshade felt helpless, "Oh alright, I'll tell ya! I put the antidote inside my silver plated armor!" she confessed. This had the two Spider-Wolves baffled.

"What!?" Spidey-Wolf wondered. "You had it on you the whole time!? Damn it all!"

"But why did you keep it inside your armor?" Wolf Widow asked.

"In case my monsters turn on me and I end up changing into one of them." Nightshade stated, in fear of being infected by her own creations.

"Okay, point taken there." Spidey-Wolf stated, as he began to search every inch of the armor, and he found it. The antidote was a white liquidated substance, and a red cross on it, in case of medical emergencies. "Now that we got the antidote, let's get to Cap and Hulk so we can get back to normal!" he said, feeling excited to get back to his normal self.

"Good, because, I'm sick an tired of having fur and all these fucking fleas all over my body!" Widow complained.

"I know right!?" Spidey agreed. But then Nightshade interrupted them.

"Hey, what about me!?" Nigthshade demanded. "You can't just leave me like this!"

"You stay put right here and don't go anywhere until we take you to into S.H.I.E.L.D. custody!" Spidey-Wolf confirmed, and went back to his mission. "We got a job to finish and you're NOT gonna ruin it!" he declared.

"Hey, come back!" demanded Nightshade. "Come back right now!" she then felt something in her diaper. She ripped a big one, and boy did it stink up the part of the room she was in. "I-I-I think I need a diaper change!" she yelled.

Blade and the Howling Commandos were still taking were-lion Hulk down for the count. But then, Blade's Daywalker brain clicked, "Playtime's over, Commandos!" he said. "Let's take the Hulk down!"

One by one, the Commandos' took turns attacking the brainwashed Hulk in his were-lion form before Blade finished him with a jumping spin kick to his face, rendering him unconscious. "That should be enough." N'Kantu said. "The rest is up to the Spiders"

"Yeah, the Hulk wasn't bullshitin' around when he said he was the strongest muthafucka there is." Blade stated, vulgarly.

"I agree." Werewolf By Night said. "Except for that motherfucker part. That made me gasp in shock."

Captain America had turned the tables on Red Skull and twisted him into submission, by using a move Spider-Man showed him when he saw an old wrestling video. "It's over Red Skull!" he said. "Surrender now while you still have the chance!"

Red Skull kept struggling, but to no avail. "Never Captain America!" he retaliated, and got out of it. Next he ran off to the HYDRA plane. "Ve vill meet again! You, Spider-Man und Black Vidow will pay for this! Mark my words!" he said as the plane took off into the sky.

"We'll see about that, Red Skull." he said, with his head down. "Count on it."

Just then, Spidey and Widow approached him. "Cap! Big news, we got the antidote!" Spidey-Wolf said, in excitement. "There's just enough to turn us back to normal!" he showed him what was in it.

"Good job you two!" Cap commended the spiders on a job well done. "We'll start with the four of us first before we do the rest of them."

Spidey put the antidote into the machine. "I sure hope this works." he said as he pressed a button releasing the antidote gas, causing him, Widow, Hulk and Cap to be turned back to normal. The heroes were all amazed and relieved at the same time. Hulk was no longer under Nightshade's influence.

"Ah, finally. I'm glad I'm not a furball anymore." Spidey said, as he took his mask off in front of the captain.

"Me too." Natasha agreed.

"Me three." Cap added. "So, this is your real face, huh Spider-Man?"

"Yep." Spidey said. "My real name is Peter Parker." he said introducing himself and sticking his hand out at the star spangled man with a plan.

"Steve Rogers." Cap said, shaking hands with him. But then, the Hulk began to stir, and he opened his eyes.

"Oh, hey Hulk." Spider-Man said. "I'm glad to see your awake."

"Spider-Man? Cap and Widow?" Hulk wondered what was happening. "What happened? I don't remember a thing."

"Nightshade turned you into a were-lion with HYDRA's help, while the three of us were turned into werewolves." Natasha informed the green Avenger.

"Red Skull escaped, but we got antidote for the other mutations." Cap added.

Hulk grinned. "Sounds great, but where's Nightshade?" he asked. "I want to smash her!" he slammed his fist into his hand, with a devious smile.

"We changed her into a baby." Spidey said, with mirth "That way, she'll be in S.H.I.E.L.D. custody when we bring her in."

"Oh, okay." Hulk said, feeling down about not getting a chance to "smash" his enemy like he would usually do.

"Come on, everyone!" Cap ordered. "We still got monsters to revert back to normal!"

* * *

The Spiders, Hulk, Captain America and the Howling Commandos had just finished administrating the antidote into the bloodstreams of all the brainwashed werewolves, and they all turned back into humans. They all had a headache, and decided to feel like it was all a bad dream.

"There. That's the last of them." Spidey said. "You gotta admit, being a werewolf is one of the most brutal experiences I've ever had."

"Me too." Widow agreed with her boyfriend. "At least we cancelled Nightshade's monster making marathon before she and HYDRA took it to New York."

"Too bad I won't be able to see J. Jonah Jameson get turned into a were-jackass for running his big mouth about me." he said, feeling defeated in the verbal assault department. "I would like to hear him sound like a donkey with big teeth."

"Yeah, but aren't you forgetting something?" Widow wondered teasingly.

"Oh yes. As a matter of fact, I am." Spidey said, as he and Widow Kissed on the lips.

However, Hulk saw this whole thing. "Hey, Cap,! Look at this!" Hulk called. Captain America turned around and saw the two spiders briefly kissing, and he smiled at this. The two Spiders stopped their make-out session, because they found out that their breath started to stink.

"YUCK!" Spidey said, as he spat a bad taste off his tongue. "Dammit, I still got dog breath in my mouth! We must've gotten it when we wolfed out!"

"Oh gross! We sure did!" Widow agreed with her boyfriend.

Hulk then spoke up to them, "Hey, you two. Was it my imagination, or is there something going on between you two?" Hulk asked. Cap walked up to the side of the Hulk, and folded his arms, left eyebrow raised in suspicion.

"We saw you kissing one another on the lips." Cap said. "Is there something you want to tell us?"

Widow and Spidey both gave in and confessed to the strongest hero there is and the super soldier. "Well, um, after she and I teamed three times to take down Shocker, Deadpool and Grant Ward, Black Widow and I have gotten really, really, really close." he told them, causing both of them to wide-eye themselves in surprise.

"That was until we fell in love and formed a relationship." Widow added to it.

"Yeah, it's true." Spidey continued with the explanation. "But, we have to keep this a secret from Nick Fury, because I'm afraid he might not approve of this, given the fact that S.H.I.E.L.D. is known for classifying things." he stated what S.H.I.E.L.D. is capable of.

Hulk looked at Cap and then they focused their attention to the spiders. "Are you two sure about this?" Captain America asked them.

"Yes!" Spider-Man and Black Widow said together.

Cap had a light smile on his face, "Well, in that case, it's alright with me." he stated.

"Me too." Hulk agreed as well. "You got our support on this one guys. Your secret is safe with us too."

"Besides, you both deserve a win." Cap gave them a thumbs up with both of his thumbs. Hulk did the same thing, making Spidey and Widow happy.

"Thanks you, guys." Natasha said. "That means a lot to us."

The two spiders walked back to Black Widow's car. "Awesome! Our relationship approved by Captain America, the Howling Commandos and Hulk is the most coolest thing I've ever experienced tonight!" he said feeling a few good things that came out of this night.

But then, he heard Natasha's stomach grumble loudly. She giggled, "Oh, great. First, I get turned into a werewolf, then my boobs get bigger, and now I'm hungry. I also wanted to shower too." she said.

"Well, maybe after we shower, we get something to eat, I'll give your new features a full body message." Peter said to her.

She then laughed with him. "I'd rather let you touch my body than be turned into a monster again." the two spiders laughed in unison ans they flew off in Widow's car, and back to the Helicarrier.

* * *

After the Spiders, Hulk, Cap and the Howling Commandos' all got to the Helicarrier, they were greeted by Agent Jemma Simmons, and with her was young woman in a S.H.I.E.L.D. uniform, with shoulder-length dark hair, and cerulean eyes. This was Agent Maria Hill, a longtime ally of Natasha and Hawkeye.

"Natasha, it's nice to see you again." Maria said. "It's nice to meet you Spider-Man." she said shaking Spidey's hand. "I'm agent Maria Hill, S.H.I.E.L.D. Commander, and I helped Director Fury and Cap track down Winter Soldier once, and I nearly got blown to bits."

"I've read about you, Agent Hill." Spidey replied. "Nove thought you were a stuck-up woman, but you're not like he described at all."

Maria raised her eyebrow at him, "Nova told you that, eh?" she asked, and he nodded. "When you're shower is over, I'll gladly change his opinion on that." she said, with a devilish smile on her face.

"Thank you." Spidey said back to her.

"It's nice to see you again too, Maria." Natasha said, greeting her old friend. "So, now that Nightshade has been turned into a baby, where is she being held?"

"Oh, she is going into a crib prison, and do her time there." Maria stated. "Now, I know that you and Spider-Man are dating. Don't Worry. I can keep it a secret from Director Fury."

"Thank you." the spiders said in unison.

"Now, you both will be in a shower together, while Hulk and Cap will be in separate showers." Jemma stated, as she showed them a door with a spider logo on it, meaning it was reserved for Spidey and Widow.

"Thank you, Jemma." Natasha said, as she and Spidey raced inside. Spidey got his costume off, and threw it in a wash bin after he had taken his mask off, and was completely nude.

"Nat. I will say this." Peter started off, as he saw Natasha undress. "I'm NEVER turning into a monster EVER again!" he said.

"Me neither!" Natasha agreed kissing him on the lips deeply. After she broke from it, "Also, you done gawking at my new...assets?" she asked, squeezing her bustline into one place, causing him to blush.

"Not quite." Peter replied sheepishly, as he and Natasha entered the shower together. And then they started making out again. The water went running down their skin as it felt just right to them. "By the way, you just got even hotter." he commented.

"Thank you, babe." Natasha said in intense ecstasy. Their make out session lasted throughout the duration of the shower, while Nightshade was getting her diaper changed, and getting spanked.

"AGH! I...OW...Would've...OUCH...gotten away with it...OWEE!...if it wasn't for those Howling Commandos, Hulk, Captain America and those stupid SPIDERS!" she shouted getting another dose of spankings. "OOOOOOOOOOWWWWWWWWWWWWWW!" she yelled so loud it could be heard at the Triskellion.

* * *

After the Spiders had their shower, they went over to a man with a lab coat and work clothing on. He had short brown hair and pewter eyes, but he only had one arm. This was S.H.I.E.L.D. scientist Dr. Curt Connors, and with was a woman with shoulder length brownish-blonde hair and green eyes holding hands with a little boy that also had his hair in a messy style of Dr. Connors. This was Curt's wife Martha Connors and their son Billy. Natasha was happy to see them, and there was a young woman standing in the room with long blonde hair wrapped in a ponytail, her icy blue eyes were covered by a set of goggles.

"Dr. Connors, hey there!" Peter said now in civilian clothing.

"Peter, glad you could make it." Curt said greeting the teen superhero. "Oh, this is my wife, Martha and our son, Billy."

"Hi there, Peter." Martha said.

"Hey." Billy greeted in a friendly tone.

Martha then looked at Natasha. "Natasha!" she said, feeling happy to see her.

"Martha, you've been good." Nat said, shaking hands with Mrs. Connors. "Hi Billy."

"Auntie Nat!" the little one hugged her as she lifted him up. "Your just as pretty as ever."

"Aw thank you, Billy." Natasha cooed at little boy, ruffling his hair a little bit. She then noticed the blonde in there. "Who's this?"

"Oh, I'm Dr. Connors new assistant, Debra Whitman." she said introducing herself. Peter recognized who she was.

"Debra!? Is it really you!?" Peter exclaimed.

"Yeah Pete, I'm glad you remember me." Debra said, shaking his hand.

"Uh...You two know each other?" Natasha asked her boyfriend.

"Yeah, she used to be my classmate in kindergarten." Peter informed his girlfriend about the girl from his past. "Where have you been?"

"Oh, I joined S.H.I.E.L.D. so they could help me pay for my college funds." Debra admitted to her old friend.

"So, you and Peter used to date or something?" Romanoff asked, feeling a little jealous.

"Oh no. I actually dated Flash Thompson who is now Agent Venom, but I moved on." Debra confessed. "I'm here to give you an examination to make sure there are no traces of the werewolf serum remaining inside you, Agent Romanoff."

"Okay. Let's get started." Natasha went with Debra into the examination room, while Peter got properly associated with Billy and Martha. Natatsha sat down on the table while Debra got some measuring tape. Debra wrapped it it around her bust and was impressed.

"Whoa." Debra said, as she wrote it down. "It says here that your bust size is now 35 triple C-cup."

"Goodness!" Natasha said, feeling astonished. "Looks like I'm gonna have to do some shopping."

"Yeah, that would be a good idea." Debra said. "I wish I had them though." she felt a little defeated by that and bobbed her head down.

Natasha gave her a reassuring smile. "Don't worry, Debra. I'm sure you'll get there. Just don't give up."

Debra looked a little happy by that. "Thanks." she said, as her and Natasha hugged. "I feel better just thinking about it." After they stopped hugging Debra got out a DNA scanner, and waved it around her. "No sign of any traces of the mutation serum in you anymore. No residue either."

"Oh thank you, Debra." Natasha answered.

* * *

The two ladies then exited the room and went back into the place where Peter and the Connors were at.

"What's the status, Debra?" Curt asked.

"Well, Dr. Connors, she has no traces of the mutation serum in her bloodstream." Debra stated. "In fact, she has some new antibodies. I'm calling it...the Red Hourglass antivirus!" she said, feeling like she had an idea.

"Brilliant!" Peter said, as he embraced his Russian girlfriend. Then she pulled Peter close to her bosom and he enjoyed it.

"Also, I'm gonna do some clothes shopping later." Black Widow said, in a caring voice, but then her stomach growled loudly again. "Oh, by the way, where's the kitchen? I'm starving."

"Oh, just down the hall to the right." Curt said.

"Thanks!" Natasha replied, as she ran towards said area. They all went into there, as saw Nat devouring a whole sandwich. The way they saw how fast she ate it was shocking, then Natasha let out a loud burp. "Ooh, excuse me." she giggled, and Peter was amazed by this.

In his thoughts, he said, "Whoa, that was the first time I heard Natasha burp. And the first time I've seen her with a case of the munchies. I wonder what else will happen to her and me before my Aunt May get's home." then he snapped out of his thoughts, to noticed that Debra was listening in on him.

"Oh my God, are you narrating?" Debra asked.

"Yeah, it's my thing." Peter replied.

"I've got nothing wrong with it." Debra said. "By the way, here's the phone. I dialed May's number."

"Oh, thank you." Peter said, as he grabbed the phone. "Hi Aunt May."

"Hi Peter." May said. "I just thought I'd call you this time."

"Well, good." Peter stated to his relative. "I just got back from a mission in Transylvania."

May was surprised. "Transylvania, where all the vampires come from?"

"You got that right. I even ended up becoming a werewolf, and I did not enjoy it at all."

"Oh my goodness!" May exclaimed. "Did you get back to normal?"

"Yes. Thanks to the Howling Commandos, Captain America, Hulk and my girlfriend." Peter replied. "They helped me take Nightshade down and put her behind bars."

"Oh that's good to know." May said. "Were the Howling commandos those guys I saw you with last Halloween?"

"Yep."

"Ah, anyway. I'm spending some time with this guy named Scott Lang and his daughter Cassie." May stated.

"Ant-Man!?" Peter was surprised to hear that sort of thing. "Good for you."

"Oh thank you. They have been kind to me, and I'm returning the favor." May stated. "Well, I'm gonna turn in for the night. I'll talk to you later."

"Later, Aunt May. Goodnight." Peter said.

"Goodnight Peter." May said as she hung up and went to bed. Peter went into the kitchen to see if Natasha was done eating.

"Peter, were you talking to your Aunt again?" Natasha asked.

"Yep. She's spending some time with Ant-Man and his daughter Cassie."

"Really? Okay."

"So, are you done eating yet?" Peter wondered.

"Yeah, I'm clean, healthy and full." Natasha rubbed and patted her stomach, and then she yawned. "Now I feel tired. You feel like going to bead, sweetie?"

Peter yawned as well. "Yeah, I feel so exhausted." he then fell only for Nat to catch him in her arms.

"I'll let you use my boobs as a very large pillow." Natasha said, stroking his head comfortingly, as the two of them decided to spend the rest of the night on the Helicarrier, waiting for the next adventure.

To Be Continued...

* * *

Well, there you have it folks. Chapter 7 is complete, and I hope you all had a wonderful Halloween like I did. Sorry it took so long, I was busy helping my boss rake up leaves at his dad's house. And my boss's dad is a realtor, to top it all off. By the way, The reason I kept calling Frankenstein's Monster Frank is because it's easy to remember. And I felt like adding Debra Whitman, in the comics she was a girlfriend of Peter Parker, but in the cartoon that aired in the 90's she married Flash Thompson. And one other thing, I am sorry I took so long, I got caught up with my job and forgot to update it every now and then. I will make up for it.

Stay tuned for Chapter 8: Superior Spider-Man Attacks! Doctor Octopus plants a miniature Octobot inside Spider-Man's brain, it makes him act like a madman obsessed with striking people down. So now, it's up to Black Widow, the Web-Warriors and Ant-Man to remove the Octobot from Spidey's brain, and free him from his evil side once and for all! Can Natasha save her boyfriend and stop Doc Ock's plan? Find out next time!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	8. Superior Spider-Man Attacks!

How's it hanging, y'all!? Me and ERoc901 Tha Clean Up Man are now set for the next chapter. This time: Spidey has to fight his own dark side as Doctor Octopus has planted a microscopic Octobot into his brain, and he uses it to control Spidey's body, and ends up calling him the Superior Spider-Man, making him act like a cold blooded killer. So now it's up to Black Widow, Ant-Man and Phil Coulson's team to get it out of him. Can they do it? Stick around!

* * *

Disclaimer: Same as before. I also do not own any of the songs in this story. All rights to them go to their respective owners. I know I should've done that earlier in the story, but I'm sorry I didn't.

* * *

Chapter 8: Superior Spider-Man Attacks!

It was another awkward night at the Triskellion, Spider-Man was placed inside a straight jacket, even if he was unconscious. He began to wake up, and got a look around. "Ow. Oh my head." he said as he felt a pain in his head. "Where am I? What's going on?" he looked down at himself. "And why the hell am I wearing a straight jacket?" In his thoughts he said, "Okay, yesterday after Natasha and I got done with our mission in Transylvania, we took a shower together. Then after we left the Helicarrier, we patrolled the whole city. After that, we went to the mall to go shopping for clothes for her, mainly some new bras to fit her newly founded bigger boobs due to the side effects of being turned into a werewolf and back to normal. We had a bite to eat, she then felt stuffed. We went home and she put on a little show for me by dancing in her undergarments as I watched, we kissed and touched each other all night long. Did I forget to mention that he has a Stacy's Mom kind of body? Yes, she does. After that we went to sleep." he snapped out of it when he heard footsteps approaching.

"It was then that Black Widow, who had gone busty, was in her S.H.I.E.L.D. uniform. It still fit on her, even if Spidey couldn't keep his eyes off her. "My eyes are up here, Spider-Man." she said pointing at her face. "Are you alright?" she asked. "After what just happened earlier, I'm really worried about you."

"Thanks a lot, Black Widow." Spider-Man said to his girlfriend. It was then that Phil Coulson, Melinda May, Leo Fitz and Jemma Simmons joined Black Widow "I hate to be blunt, but can you guys tell me what the hell is going on? My head still hurting over something I don't know anything about."

Melinda and Phil looked at each other, and Melinda nodded her head, denoting they had information for him. "Pay attention to the monitor, Spider-Man." Coulson said. "You'll get your answers from J. Jonah Jameson wia Daily Bugle News and more from us."

"And believe it or not, you're not seeing things." Melinda May informed. "The footage your about to see is 100% real."

Spidey looked to the monitor and saw his biggest critic ranting as always. _"This is J. Jonah Jameson reporting live on Daily Bugle Communications. Our top story tonight, a serious incident has happened in Manhattan, and it involves that masked menace Spider-Man!"_ he said.

"So what? He always criticizes me all the time." Spidey stated. "That's no big deal."

 _"We have the footage of the wall crawler attacking innocent civilians that resulted in 10 injuries, 1 death, damage of public property, vandalism on police cars and thus far scarring little kids and making little babies cry!"_ Jameson ranted again. "Because of his actions, every New Yorker is calling for the arrest of that arachnid menace! One way or another, Spider-Man must answer for every horrendous thing he's ever done and we cannot rest until he does!"

Spidey was shocked by this whole thing and felt like he was gonna break down crying, like the time he was betrayed by the original Scarlet Spider, and the times he nearly lost Harry Osborn and Mary Jane. "NO! It wasn't me!" he said, breaking down. "I've been framed! Someone must've impersonated me and did those things! I know I had my fair share of issues with everyone in New York but I would never do anything to hurt them!" he began to sob and cry in sadness.

"I believe you, hon." Black Widow said, comforting him. "That's why Leo and Jemma found the source of what happened to your behavior when they examined you after had to take you down with a tranquilizer before you got any further."

Spidey sniffed as he felt his sadness growing. "Okay, then. Leo, Jemma, what have you found out so far?" he asked.

"Well, all we know so far is that your brain was hijacked beyond your control." Leo stated. This had Spider-Man completely baffled.

"Yes, and as much as I hate say this, but Spider-Man, somehow someone must've hijacked your mind and caused you to do these terrible things to everyone." Jemma added, showing a scan of Spider-Man's brain.

"But, who would do such a thing to..." Spidey stopped mid sentence, and felt his brain hurting from the inside. He screamed in pain.

"Spider-Man!" Widow screamed as she saw this.

"Aaaaaahhhhhhhh!" he shouted in pain. "My head! Does anyone have an aspirin?"

"No, but I'm inside your head, which I'm going to take control entirely." Spidey then heard the voice of his nemesis, Otto Octavius/Doctor Octopus.

"Doc Ock. N!" he gasped before he blacked out.

"Spider-Man!" Widow shouted in fear, and rushed into the cell to try and wake him up. "Spidey, wake up! Spidey!" she tried to get him up, but it didn't work.

"Get a medic!" Coulson ordered. "We need to get help with..." then there was a maniacal laughter showing up in the room. The S.H.I.E.L.D. agents all looked around for it, but then they found it.

"That laugh. It came from Spider-Man!" Melinda stated, as she got into a fighting stance.

Black Widow gasped in horror, "Spider-Man?" she wondered, but got shoved to the ground.

"Not anymore!" 'Spidey' said with a venomous look on his face and his voiced sounded like Otto. "He's mine now!" he declared while laughing insanely.

Leo and Jemma were surprised to hear that. "That voice..." Leo said.

"Oh dear!" Jemma said. "This is not good."

"Doctor Octopus!" Black Widow said, vilely. "What the hell have you done to Spider-Man?!" she demanded.

"Oh, nothing much, Black Widow." Ock started off. "I took over his body by using my very special new Octobot pod that is capable of controlling the human brain after I shrunk down to microscopic size with it while he was sleeping." he told them. "Meaning that I'm turning the entire world against him by using his powers and abilities to far superior use than him and destroy his reputation as a hero." he laughed evilly.

Unbeknownst to them, someone was recording this whole thing. "Damn it all to hell." the someone whispered to himself.

 **(I Want You Back by NSYNC plays)**

However this made Black Widow really angry, she punched him in the eye, and grabbed him by the neck. "Let him go you monster!" she demanded. "Let. Him. Go!"

"Never you feeble minded Jezebel!" Doc Ock refused to let Spider-Man out of his clutches. He then tore the straight jacket off like it was nothing, and broke free.

"Incredible!" Leo said, in awe. "He tore off his straight jacket with Spider-Man's own super strength!"

"It seems that Doctor Octopus is living up to what he said he was going to do!" Jemma stated. Ock ran out of the cell, and into the hallways.

"He broke out of his cell! We have to stop him!" Coulson ordered, as everyone followed him to intercept the scientist who hijacked the spider hero's brain.

"Damn straight we are!" Melinda said, as they pursued him.

"Don't bet what you can't win" Ock said, steering Spider-Man's body to the right, then straight down, he then jumped in the air and was about to hit Leo and Jemma.

"Fitz, Simmons run!" Coulson instructed, and they did so to get away from SpiderOck's flying kick.

"We'll get some backup!" Leo said.

"Be careful!" Jemma added.

Octavius kept on running down the hallways, until he reached a different area. "Incredible! I'm using the body of my arch foe to his full potential!" he said, feeling excited even for a evil genius. Then all of a sudden, Black Widow jumped on him and grabbed his arm.

"Do you know what I hate about you Octobreath?" Widow asked.

"No, what is it Romanoff?" Ock wondered.

"The fact that you're an arrogant, annoying narcissist!" Widow insulted the mastermind, who then delivered a flying forearm to her stomach.

"You'll pay for your insults, Black Widow!" Ock said, threatening her. "You and the rest of the Avengers!"

"Make me, asshole!" Widow said, as she charged at him with the glowing batons from one of her other costumes. She then tried to whack his body, but he countered with a boxing punch. And then a roundhouse kick to her arm, then sweeps her to the ground.

"Ha! You were saying?" Otto taunted.

"Damn!" Widow muttered. "Everytime I attack, he parried and countered my moves."

"That's because I have studied you both." Ock stated.

"Like I told Spider-Man, my eyes are up here, you pervert." Widow said, pointing at her face while she felt like Ock was ogling her.

"Very funny." Ock said, dryly. "I especially know your secret."

Widow's eyes grew wide with horror. "What?" she muttered.

Ock could see it in her eyes. Eyes that were narrowly beautiful, even when enraged. "So it's true." Ock said. "You have feelings for him, don't you?"

Black Widow was shocked. "But how did..." she was stopped mid-sentence.

"After I took over his body, my machine poked around his mind and retrieved any vital information I could use." Otto said, confessing what he did. "And it was only then that I learned about your relationship with Peter Parker, and also about his new costume's abilities to switch between different ones, including the one I'm about to use." he pressed the spider logo on his chest and switched to the red and black infiltration outfit.

"No!" Widow gasped.

Otto began to admire the look of it. "This look is absolutely, astoundingly perfect for me." he said. "Now that Spider-Man is under my control, I shall call myself the Superior Spider-Man!" he said, as he used the mechanized arms on his back to get out of the Triskellion. This shook Natasha to her very core, and then she looked outside to see him get farther away as he went off into the light of the full moon.

* * *

After 'The Superior Spider-Man' broke out of the Triskellion, Black Widow and the others reported about it to Nick Fury, and he tried to piece this whole thing together. And with Black Widow, Fitz, Simmons, Melinda May and Coulson were Lance Hunter, Daisy Skye Johnson/Quake, Alphonso 'Mack' Mackenzie and Bobbi Morse/Mockingbird. They were updated on the situation. _"So, let me get this straight."_ Fury started off. _"You're telling me that Doctor Octopus took over Spider-Man's body by hacking into his mind with a new form of Octobot and caused a series of incidents in New York City?!"_ he wondered, sternly.

"Yes sir. That's exactly what happened." Coulson said very accurately.

 _"That happened to me the last time he did this."_ Fury stated. _"And to be honest with all of you, I sure as hell don't want to talk about it."_ It was true, last time Doc Ock infiltrated S.H.I.E.L.D. Academy, he used an Octobot to take control of Nick Fury remotely, but Spider-Man, Iron Spider, Power Man and Ant-Man stopped his scheme and arrested him, before he broke out again.

"Never mind that, sir! We need to act now and stop Otto Octavius from destroying any more lives and the city along with them and Spider-Man's reputation as a hero!" Black Widow said with a fiery determination pumping through her blood stream. "The more we waste debating on the situation, the worse the situation gets when Doctor Octopus abuses Spider-Man's powers!"

"Romanoff's right." Coulson agreed with that statement. "We need to act now and stop him!"

Fitz wondered, "So, what do you propose we do, Natasha?"

"Well Leo, I've contacted Ant-Man to come here because I came up with a plan to save Spider-Man and the city without harming him." Black Widow broke out into an elaborate explanation. "And in order to do that, I'm going to recruit the other heroes as well."

"Your fellow Avengers?" asked Quake

"No, the Web-Warriors from S.H.I.E.L.D. Academy." Natasha replied to the Inhuman earth-breaker.

Mack wondered about it. "Are you sure about this Romanoff?" he asked. "This Doctor Octopus guy is as worse as Grant Ward and Red Skull."

"No doubt about that." Widow replied to the mechanic. "Spider-Man's in this mess because Doc Ock got him into it."

"Bullshit!" Melinda May did not agree with what Natasha said. "Spider-Man's in this mess because he made a reckless mistake by letting Doc Ock enter that webbed up head of his. Which was stupid if you ask me." she said, which as a result a very angry Black Widow punched Melinda in the face. This made everyone jump in fright.

"Don't EVER say that again or I'll do worst to you than knocking your fucking head off!" Natasha hissed at the S.H.I.E.L.D. agent.

"Like hell you will!" May said, as she nearly hit her back but both of them were stopped by a very mad Nick Fury speaking into the monitor.

 _"ENOUGH! BOTH OF YOU!"_ he shouted. _"I don't give a damn if you two want to fight each other but if you don't stop your fucking arguing, we'll lose Spider-Man to Doc Ock! He may be a royal pain in the ass sometimes, but he's one of the best damn heroes we got and we can't afford to lose him."_ He admitted to everyone in the room. _"Black Widow will be in charge of this mission. Do whatever it takes to save Spider-Man and stop Doctor Octopus before he goes too far."_

"We're on it sir. Let's move out!" Widow ordered, but the she turned around and said, "And, boss. Thank you for letting me lead this one."

 _"Anything for my personnel."_ Fury replied, as the monitor shut off ending the transmission.

Lance then went over to Mack. "Remind me not to get on Natasha's bad side." he said.

"You're telling me." Mack accepted as the two of them shook hands.

Quake and Mockingbird were not amused by the way Melinda acted about Spider-Man, they supported Natasha's secret relationship all the way, and kept it hidden from Nick Fury, but their eyes were narrowed with disappointment towards Agent Melinda May.

"That was really stupid of you, May." Mockingbird said, getting intense. "You shouldn't have said that fowl thing about Peter."

"What she said." Quake agreed with what Bobbi stated. "Next time, tread very lightly Melinda. She's just worried about him, and she has a right to be angry, so knock the shit off." they then walked past her in protest, leaving Melinda May stunned.

"Save it, Daisy. I'm not in the mood right now." Melinda stated.

"Alright. I'm just saying." Quake replied as they walked off to the briefing room.

Just then, Phil walked up to Black Widow. "Natasha, do you believe this plan of yours will work?" he asked, as she turned her head to him with her eyebrow raised at him. "I'm just asking out of concern."

"It has to work Phil, because I'm NOT going to lose Spider-Man." Natasha replied, with a vengeance sound in her voice. "Not after everything that we've been through together."

Coulson then asked, "Have you gotten close with him?"

"More than you know." Widow replied. "He's more than my partner, he's also my friend. Nothing more." she then went over to communication system. "Attention all superheros and S.H.I.E.L.D. Academy students, report to the briefing room NOW! We got a mission to accomplish!"

 **(Song Ends)**

* * *

One by one, the young heroes all arrived in the briefing room. Iron Fist, Power Man, Nova and White Tiger got off first, and were followed by a girl with blonde hair, blue eyes and a crescent moon mark on her right eye, standing next to a brown skinned man in a black and navy blue cape with glowing white eyes. This was Tyrone Johnson and Tandy Bowen, also known as Cloak & Dagger. With them were a guy in a military armor based Spider costume with a big white spider logo on his chest and back. This was Eugene 'Flash' Thompson, Agent Venom. He was alongside a guy in a Spider armor that looked like Spider-Man, but in the colors of the Iron Man suit, this was Amadeus Cho, the Iron Spider, and lastly with the heroes was a girl who had short brown hair, a black band in her hair, hazelnut eyes and was dressed in a brown and gray costume with a giant tail behind her. This was Doreen Green/Squirrel Girl, and with her were her little friends Tippy Toes, Monkey Joe and Mr' Lieberman.

"Alright, Black Widow, we're here." White Tiger said. "Now, what's this mission about?"

"And where's Spider-Man?" Iron Fist wondered. "It's not like him to skip out on a mission and not lead us."

"This mission is about Spider-Man." Widow started explaining what happened with the aid of the holo-screen that was being used for this. "It would seem as though Doctor Octopus used a new Octobot to hack into Spidey's brain and took over his brain."

Coulson continued with her. "And there are several news reports on the current destruction Doc Ock is causing in New York with Spider-Man under his control." he said to the young heroes.

"So I assume that it wasn't mind control, but a body possession with the use of mind hacking tech created by Dr. Otto Octavius?" Iron Spider wondered.

"That's exactly what we said, Cho." Natasha replied. "For all we know Spider-Man is still trapped inside his own mind with his enemy at the driver's seat." she stated to them in serious tone.

"So what's the plan, besides kicking Doc Ock's ass and getting webhead out of this fix?" asked Power Man.

Natasha laid down the formula for this plan as to the point as she could. "I'll take Coulson's team and take charge of this mission if Melinda May get's her head out of her ass, get inside his body, go up to his brain, destroy the Octobot, take down Doc Ock and free Spider-Man from his control all at once." she said to the Web-Warriors.

"Sounds like a good idea except for one thing." Nova interrupted Widow's explanation. "How are you gonna get inside the webhead? And most importantly, how did your boobs get so..." he was stopped in mid-sentence when Natasha slapped him in the face so hard, she left a hand print on him.

"First of all, don't ask. Ever." Widow said, feeling angry with Nova's smart remark.

"Whoa, sorry." Nova said, feeling defeated in a way.

"And secondly, I called on a former member of the Avengers to help us, because of his experience with shrinking down to a microscopic size and entering someone's body through the bloodstream." Natasha added, as an ant with a wing-pack flying into the room. The insect landed on the table, and a humanoid being dismounted from it.

"And that's where I come in." said the humanoid who got off the ant. He wearing a red, navy blue and silver outfit with a cybernetic helmet. This was Scott Lang, a former electrical engineer turned ex-convict who became Ant-Man after Dr. Hank Pym retired from it.

"Ant-Man!" the young heroes said in unison.

"So, that's Scott Lang?" asked Melinda.

"Yes." Coulson replied. "All he wants to protect his daughter, Cassie."

Mack, Leo, Jemma, Bobbi and Lance were amazed. Lance felt like something or someone touched his heart. "Now there is father, making the world safer for his little girl." Lance said, admiring Ant-Man's method for protecting his family.

"I came here as fast as I could." Ant-Man said, turning his attention to Natasha. "The Pym Particles are ready to shrink us whenever you're ready Natasha."

"Good work." Widow said. "Ant-Man will join us on this mission as well. Coulson, Fitz and Simmons will remain here to monitor Spidey's condition. The rest of you keep the so-called "Superior Spider-Man" busy until we severed Doctor Octopus' hold on Spider-Man's mind and body." she then showed everyone the picture of the costume Spider-Ock was wearing.

"Wait one second there." Agent Venom halted the remainder of the briefing. "Did Ock call himself the Superior Spider-Man when he took possession of Spider-Man?" he asked the redhead agent.

"That's what she yapped about, Flash." Squirrel Girl said, slapping Flash in the back of the head. "Even the costumes seiz it all."

Leo and Jemma then spoke to each other, "I don't know about you Jemma, but when and if we do save Spider-Man from Dr. Octavius, maybe we should work on upgrading his costume some more as an apology to him." Leo said.

"Sounds like a marvelous idea to me, Leo." Jemma agreed.

"Alright everyone. You have your orders. Now let's move!" Black Widow said.

"Right!" the heroes said unison again, but then footsteps were approaching the briefing room, Mack heard them.

"Wait!" Mack said, halting them. "Do you hear something?" he asked, and he noticed an smart phone with a light blue casing around it in the background. "Someone's watching over us right now." he denoted.

"Mack's right." Lance agreed and pointed to where it was. "And that someone came from over there."

Squirrel Girl's squirrels stood at the ready to pounce it, White Tiger had her claws out, Power Man and Iron Fist stood along with Agent May, Quake, Mockingbird, Ant-Man and Nova, Agent Venom and Iron Spider armed their weapons at it, and Widow armed her gauntlets and pointed them at the corner. "Alright, whoever you are, come out of there and make this quick!" she demanded. "Because I am not in the mood for playing games with you and we're really short on time!"

The one who stepped out of that area was wearing a dark gray outfit with a red shirt and mask with white goggles and a blue ripped up hoodie. It was Scarlet Spider, who had been recording everything that was happening. "Relax Black Widow! It's only me." he said, holding his hands in the air.

"Scarlet Spider? What are you doing here?" Widow asked. Everyone was shocked to see Scarlet Spider standing in front of them. The last time Scarlet Spider appeared, he went by the name Ben Riley, he betrayed the Web-Warriors for Doc Ock's Sinister 7, but in the end he sank HYDRA Island into the harbor. But this one was different from the other.

"I just thought I'd come here and lend you a hand in saving Spider-Man and New York from Doctor Octopus' iron grip." Scarlet replied.

"Sure, why not?" Natasha confirmed, giving him the go. "I could use some more help."

Leo got a good look at how Scarlet was dressed. "You know, it's strange." Leo said. "You look a lot different from the last time we saw you."

"That was my clone you saw who betrayed you all." he stated. "I'm the REAL Scarlet Spider."

"A bloody clone?" asked Lance. "You sure he wasn't a Synthezoid?"

"I'm sure of it, Lance Hunter." Scarlet replied.

"Wait a minute." Venom said. "So, you're telling us that you're not Ben Riley?"

"Damn shocking right, I'm not." Scarlet Spider added. "But, if I reveal my identity to you all, promise me you don't tell Peter Parker about it."

"Why?" Black Widow asked.

"Because he would not be ready to know the truth about me or his past yet."

The teenage heroes all looked at each other, and wondered what he meant. As did the S.H.I.E.L.D. Agents, and it was then that Black Widow agreed with the terms he laid out. "Okay, you got yourself a deal on that one." she said.

"Okay, here goes nothing." he took his mask off and revealed his face showing a boy with blue eyes, and messy brown hair with blonde in the front that looked like Peter.

"Kaine? Is that you?" Natasha asked.

"Yes Nat, it's me." Kaine as he was called replied.

"No way!" Flash said, as he looked at him. "He looks just like Peter Parker!"

"Tell me about it, Flash." Nova remarked. "What or who are you? Peter's cousin?"

"No, Samuel Alexander." Kaine replied. "I didn't want to alarm you all, but my full name is Kaine Parker, I'm Peter's long lost older brother."

This news shocked everyone in the room. "HIS LONG LOST OLDER BROTHER!?" they all shouted in unison. Flash screamed like a girl when he heard this, as did Nova before he fainted.

"That's right." the now revealed Kaine Parker confirmed.

"Whoa!" Quake said in surprise as she admired him. "I can literally see the resemblance between you and Spidey."

"But, I gotta know." Amadeus Cho said. "Why were you not seen after all these years?"

"Because, I ran away from my family before Peter was born." he admitted to him leaving his home behind years ago. "After I did so, I collapsed in the Phoenix, Arizona desert when I got bitten by a poisonous spider. It was then that I was saved by Dr. Johnathan Drew and his wife Miriam, and they allowed me to live with them in San Francisco, California where I graduated high school. I owe them my life, and I promised them I would help them find their daughter Jessica. I intend to keep that promise no matter what."

 **(A/N: I was inspired by the backstory that was used for Jessica Drew in the Spider-Woman cartoon that aired from 1979 to 1980, only I shook it up.)**

The Web-Warriors, S.H.I.E.L.D. Agents, Ant-Man and Black Widow were shaken to the very core by what was just said to them. Mockingbird took this opportunity to ask him something. "Is there anything else we need to know?"

"Yes, my brother did not kill that innocent victim." Kaine showed them the video he previously recorded. "Despite what that Jameson bastard says, it was a monster impersonating Spider-Man." he played the video, and on the video appeared an all red monster that looked like it was covered in goo. It then made it's arm into a thorn, and stabbed the victim, he got an image of the face of the killer.

"What the bloody hell is that?" Lance Hunter asked.

"That was Cletus Kasady, or as I know him...Carnage." Scarlet stated to the S.H.I.E.L.D. Agent. "He broke out of Ravencroft Prison. That Symbiote virus that attacked New York last time was clearly a copy of it. A Symbiote cannot be controlled, be it can be duplicated."

"Whoa! So he was the one we noticed on the news." Iron Fist said.

"Indeed he was, Daniel Thomas Rand." Kaine said. "That's right I know all your names. I can't reveal my sources."

"Okay then." Phil said. "We'll keep your promise for now, but sooner or later, Peter will find out the truth."

"Fair enough." Kaine accepted, as he shook hands with Coulson. "So, what's my job?"

"Well, you and the other Web-Warriors will fight off the so-called Superior Spider-Man while Ant-Man, Coulson's team and I get inside your brother's body to remove the Octobot from his mind and free him from Ock's control." Natasha stated. "So I strongly suggest that you and the S.H.I.E.L.D. Academy students or Web-Warriors as your brother calls them, get on the same page and come up with your own strategies."

"Sure thing, ma'am." Scarlet said, as he got a good look at all of them. "Alright, you heard the lady! Let's do it to it!" he pumped his fist in the air.

"Right away!" they all said, all except Agent Venom and Iron Spider, who were befuddled by the big reveal.

"I have a feeling that it's gonna be awkward and creepy for me to work with this different Scarlet Spider." Agent Venom said, as he got his mask on in a Symbiote-like way.

"Most likely unfortunately." Iron Spider agreed, but then Black Widow got in their faces.

"You two! Stop talking and get moving!" Widow barked at them.

"YES, MA'AM!" they shouted in unison.

* * *

In the Downtown area of NYC, Doctor Octopus, now calling himself the 'Superior Spider-Man' wasted no time in causing destruction and harming innocent civilians in order to destroy his arch enemy's reputation and good name.

 **(Trapped In A Psycho's Body by Tech N9ne plays)**

"Hahahahaha!" Spider-Ock laughed evilly. Meanwhile, inside Spidey's head, we see Peter Parker unmasked while Doc Ock was at the control mechanism. He looked different from the last time he was arrested, like he worked out a lot and was wearing a green and yellow outfit, while retaining his tentacles.

"Doc, stop this madness!" Spidey demanded. "You can't just take over my body and do bad things with it! Are you trying to make me look bad!?" he shouted.

"Silence, you arachnid imbecile!" Ock said, trying to get him to be quiet. "Not only am I doing that, I'm also destroying your reputation as a hero and a human being!" he declared. "For far too long you ruined everything I used my intellect to build and you sent them all crashing down! So now, I'm returning the favor by trapping inside your own feeble mind, helplessly while I took your body for a test drive. So tell me, how does it feel?"

"Uncomfortable and agonizing you idiot!" he spat at the mad scientist.

"Do not make a fool out of me or..." he was then interrupted by J. Jonah Jameson's rambling again.

Outside of Spidey's body, Jameson said, "Spider-Man has gone too far this time!" he ranted. "He's making matters worse by escalating his criminal antics in the city! It'll be a miracle if someone stops him and his reign of terror. Because if not, the New York will be doomed!"

Spidey had enough out of his biggest critic. "Hey, flat top, not helping!" he then realized it wasn't his voice being heard at all. "He can't hear me anymore. Can't he?" he asked with complaint in his voice.

"Of course, you fool!" Ock replied. "Now, be quiet while I continue the path of destruction in your place!"

"You really have the deranged mind that a mad scientist is supposed to have, you know that Doc?" Spidey joked.

"Correction, I am a genius!" Otto bragged. "A Superior genius!"

"Very cheesy if you ask me." Peter said, dryly. "Anyway, since you know about my romantic relationship with the Black Widow, she and the others will break me out of this mess _YOU_ got me into!" he warned the madman.

"Bah!" Otto shot back. "Even if they could succeed, they'd be too late!"

"Why?"

"Simple, because even if you got your body back, your reputation will still be in absolute ruin. And the entire world will turn it's back on you!"

"No, you won't! That's NOT gonna happen!" Peter barked.

* * *

Outside of Peter's body, the so-called Superior Spider-Man kept beating up innocent civilians, until Power Man, Nova, Iron Fist, Agent Venom, Iron Spider, the new Scarlet Spider, Cloak and Dagger had him cornered.

"Hey, Doc Ock!" Power Man called out. "Instead of beatin' people up, why don't you take on all of us instead?"

"Yeah, pick on someone your own size!" Nova taunted the madman, and yet everyone gave him a confused squint. "What? I'm just saying!"

Otto then shot back at them, "First of all, it's The Superior Spider-Man now!" he said. "And Secondly, if you wish to challenge me, then you costumed children all have a death wish, because you are no match for the Superior..." he was cut off in mid-sentence by White Tiger's new claw daggers, as it hit him.

"Just shut up and fight!" White Tiger countered.

"You'll pay for your rudeness, girl." Superior Spider-Man hissed

"Bite me, asshole!" White Tiger hissed back, as she and the others charged at the mad scientist ready to fight. Iron Fist used his Kung-Fu moves, Nova shot at him, Squirrel Girl punched him in the face, Power Man used a bunch of wrestling moves on him, and Iron Fist pinned him to a wall.

"You fight like a rabid animal, Octavius!" Iron Fist said, in Otto's face. "The Spider-Man we know would never fight like that!"

"I agree with you on that one, Iron Fist." Superior Spider-Man said, dryly. "That's why I'm a better Spider-Man than he was."

"Not on your friggin' life, Otto!" Iron Fist punched him in the jaw.

"Step aside, Iron Fist. I got him!" Agent Venom charged towards the Superior Spidey, but Doc Ock got out of Iron Fist's grip and caught him with a leg sweep and elbowed him in mid air. "Holy Crap! Agent Venom screamed before hitting the ground.

"That's what idiots, imbeciles and feeble minded fools like you are so full of nowadays!" Superior Spidey said, before Iron Spider shot a Repulsor blast at him, and kicked him to the ground.

"Oh yeah?" Iron Spider corrected the mad doctor. "Well, I'm a kid genius with a special IQ and I take what you said as an insult!" he then kicked Superior Spider-Man in the ribs.

"Bah, my IQ is far more superior to yours, you stupid Asian!" Superior Spider-Man insulted the young genius.

"That's Korean American to you, you body snatching bully!" Amadeus countered, only to be hit by an uppercut to his chin.

"Serves you right boy!" Superior Spider-Man taunted Iron Spider.

Squirrel Girl had an angry stare in her eyes, "Squirrels attack!" she ordered, as her friends began to attack. "Let's see if you can fend off a little Squirrel Power!" she said, taunting the mad doctor. Otto tried to shake them off of him, but they just kept on clinging to him.

"Get off of me, you imbecilic rodents!" Superior Spider-Man shouted, as he swatted them away. "You will rue the day you crossed the Superior Spider-Man!"

"Yeah, keep telling yourself that you douchebag!" Nova insulted.

"Cloak, Dagger now!" Power Man ordered, as Dagger appeared from behind him and so did Cloak.

"Gotcha!" Dagger said, restraining Superior Spider-Man. "Like I said before, Don't mess with S.H.I.E.L.D. Academy you son of a bitch!"

"Gah!" Otto said, as he struggled. "What the hell are you doing to me you stupid girl!?" he demanded.

"Injecting you with our friends!" Dagger got out a needle containing a miniature version of the Spider-Jet, containing the other heroes.

"Get ready guys!" Ant-Man said. "We're going in!" Dagger slammed the needle into Superior Spider-Man's arm and in went Ant-Man, Black Widow and the S.H.I.E.L.D. Agents, Lance Hunter, Melinda May, Alphonso 'Mack' Mackenzie, Mockingbird and Quake.

* * *

Inside Spider-Man's bloodstream, Ant-Man, Black Widow and the S.H.I.E.L.D. Agents began to travel through the veins, trying to get to his brain.

"Black Widow to Coulson, Fitz and Simmons. We're in." Widow said.

 _"Roger that."_ Coulson stated. _"Operation Spider Rescue is a go. You have exactly 30 minutes to get to Spider-Man's brain and remove the Octobot with Doctor Octopus in it before you automatically grow back to full size."_

 _"We'll monitor Spider-Man's condition from the Triskellion."_ Fitz said, as he went to his station. _"As long as you don't crash, hit or rupture his organs, mainly his spleen, you should be safe."_

 _"And take extreme caution."_ Simmons added. _"Who knows what Otto Octavius is up to."_

"Right, got it. No problem." Ant-Man said.

"As long as we get to Spidey's brain, we'll be just fine literally." Black Widow said, as the Spider-Jet zoomed across Spidey's bloodstream. In her thought's she said, "Hang in there, Peter. I'm coming for you, handsome. Help is on it's way."

Mack and Lance decided to check up on Agent May, "May, how's your jaw?" he asked.

"Yeah, you look like Romanoff just made you eat your words for the way you say and did mean things to the lad." Lance said, agreeing with what Bobbi and Quake said to her.

"I'd rather not talk about." Melinda said. "Let's just do what we came to do and get it over with."

"Fair enough." Mack said. "Just thought I..."

"I know you do, Mackenzie." May said, feeling charitable towards Mack. "Thanks."

"Sure, no problem." May said, as Mack went back to his spot.

"Spidey's brain and Doc Ock, here we come!" Ant-Man said, with determination.

* * *

Peter and Ock saw the whole thing. Ock was not moved, but Peter felt like a weight was lifted off his shoulders.

"Judging by the injection on my arm, I take it that Black Widow and the others called on Ant-Man and asked for his help." Peter said. "I knew my girlfriend would come through." but then Doc Ock chuckled evilly. "What so funny, Doc?"

"Oh, nothing really." Ock replied. "Unfortunately for you and them, I anticipated that. I set a trap for them in the form of microscopic Octobots." he pulled a lever and released a whole bunch of said machines. They were heading right towards them.

"What!?" Peter yelled.

"That's right, you fool!" Ock taunted with an evil look in his red lens-covered eyes. "I brought my other batch of Octobot's to prevent them from reaching your brain!"

"I gotta find some kind of way to stall Doc Ock's hold on me so I can..." Peter said, before getting shocked very badly.

"You will do no such thing, Peter Parker!" Ock taunted in a vile manner. "I'm in control and you are not! If the Black Widow dare to cross paths with me, I will make both of you suffer!" he hissed.

"That's not gonna happen!" Peter shot back. "She and the others will take you down to hell and save me from you!" he then simmered down. "Boy, do I sound like a damsel in distress or what?"

Ock was still baffled by this. "You're still holding on to Natasha Romanoff, the woman that you love so dear?" he wondered.

"More than you know, you bastard!"

"Let her try!" Ock said. "But in the meantime, I'll use your body to destroy your friends and resume destroying your good name!"

"NO!" Peter yelled, as Ock used his body to attack the Web-Warriors.

 **(End Song)**

* * *

Inside Spidey's bloodstream, Black Widow, Ant-Man and the others were zooming to where Spider-Man's brain was at, only to encounter Otto's microscopic Octobot's coming at them.

"Guys, Octobot's at 3 o'clock and they're coming by the dozen!" Ant-Man said, pointing at their direction.

Mockingbird realized why the machines were after them. "Shit! Ock's been on to us from the start!" she said.

Mack began to read the layout of them on the computer, "These damn things are designed to prevent us from getting to Spider-Man's brain!" Mack said, with a look of shock on his face. This was not surprising to everyone, they had to try and stay one step ahead of the bad guys yet failed at that. But they would not give up on their hope.

"Okay leader lass, got a plan?" asked Agent Hunter.

"As a matter of fact, I do." Black Widow had a determined look on her face, and provided the plan for the remainder of the mission. "Quake, you're on! Stop and destroy those Octobot before they slow us down and penetrate the Spider-Jet before we get to our location!" she ordered the Inhuman hacker for her part of the mission.

"I'm on it!" Quake responded to the order Widow gave. "Are you coming, Mack?"

"Yeah, just to watch your back." Mack said, as he grabbed a weapon to protect himself from the Octobots and bacteria.

Quake had a reassured smile on her face, "All right, big guy. Let's go!" she said as the two of them got ready to hold of the swarm of Octobots.

Widow looked over the console in front of her, and tried to find something useful. "Let's see if we can use some weapons from the Spider-Jet." Widow thought. "I just hope that it has some serious firepower we could use."

"I think I know some." Ant-Man said, as Black Widow and the S.H.I.E.L.D. Agents turned their head towards him. "Did I neglect to mention I used to ride this bad boy?"

"When?!" they all asked in unison.

"During the time when Doc Ock infected the nanite Octobot's inside Nick Fury's body and placed the S.H.I.E.L.D. Director under mind control." Ant-Man stated to them all.

"I see." Widow said, feeling rarely impressed. "Bobbi and Lance, get ready to suit up just in case." she instructed the divorced couple. "Daisy and Mack need some backup."

Mockingbird and her ex grabbed their gear to stop the pursuing machines, and blasted at them. Quake and Mack did the same thing, Agent May and Ant-Man got to shooting at another wave of them, as did Widow when she began to shoot while driving. Mack soon counted them all.

"Damn. There's too many of them!" Mack said, as he kept trying to get a lock on them.

"Yeah, well I'll change all of that right now." Quake used her gloves to send a miniature shock to the Octobot swarm without damaging a blood vessel in Spider-Man's body. "Now get ready! There's more of them!" she shouted to her teammate. "As they say, the more the merrier!"

"You get one side, I'll get the other!"

"Good idea, Mack!"

Then Mockingbird and Lance showed up ready to blast them away from the Spider-Jet. "Better make it four sides luv." Lance said, as he aimed his weapon at the enemy robots.

"Perfect timing you two." Quake said, as the divorced couple took their firing positions, and began to hold them off while Black Widow navigated the ship to the web-slingers brain. The S.H.I.E.L.D. Agents kept on blasting at the Octobots, but they just kept on coming at them.

"Man, they're swarmin' like bees in a beehive!" Mack complained.

"Really, ya think?" Lance yelled sarcastically.

"Don't get sarcastic with me, Lance!" Mack said firmly.

Agent Hunter felt somewhat offended by what his teammate said. "Me? You're the one who said that they're swarming like bees in a beehive!" Lance stated, repeating what Mack said to everyone.

"I know what I said okay?!" Mack yelled back.

"Stand back. I'll..." Quake was about to use her powers again, but was stopped when she got blasted by an Octobot from behind.

"DAISY!" Mack, Lance and Mockingbird shouted in unison. And then, an Octobot tried to latch on to Mockingbird's leg, but she shrugged it off.

"Ah! Get off me you damn robopus!" Mockingbird kicked the Octobot off of her leg.

Lance was frightened to think about what would happen if his "she-devil" ex-wife perished. "Cover me, mate! I gotta go get Bobbi!" Lance yelled and ran towards the woman who divorced him.

"No, wait!" Mack tried to warn him, but Lance went after the machine anyway.

"Hold on luv! I'm coming!" Lance declared, as he ran towards Bobbi.

"Lance, what are you doing?" Bobbi inquired.

"Freeing you from that stupid robot!" Lance answered, shooting at the machine, until it finally let go of Mockingbird's leg.

Mack went over to check on Quake. "Daisy, are you alright?"

"Yeah, I'm alright, but I'm really pissed off right now." Quake said. "Stand back, my friend." she then used her gloves to make a few of the Octobot's explode.

"Atta girl, Daisy!" Mack said, cheering for his friend. "That'll teach these sons of bitches not to mess with S.H.I.E.L.D.!"

The Inhuman hacker then turned her head over to the others. "Lance, Bobbi, let me finish them off!"

"Way ahead of you luv!" Lance said, as Quake vibrated her hands and shot another Octobot down to where Lance could get to it.

"Lance! Lance, no!" Mopckiongbird did not want to lose the man she used to be married to, but still loved.

Lance got on the machine, "Gotcha!" he said. But then, the Octobo was working again, due to a delayed failsafe, and carried Lance away. "Ahhhhhhhhhhh!" he shouted.

"Lance!" Mockingbird yelled.

"Dammit!" Mack cursed himself for not being there to stop him from doing something foolish. "Hang in there buddy!"

"Don't worry about me mates!" Lance yelled from a distance. "Get to Spider-Man's brain and kick Doc Ock's bloody arse!"

"But Lance!" Mockingbird tried to reason with him, but he insisted.

"Go on without me! I'll be fine!" he said, going off with the Octobot, leaving the others.

"Lance, NOOOOOOOOOOOOOOOOOO!" Mockingbird yelled at the top of her lungs, and then fell on her knees feeling upset.

Mack and Quake wanted to get to him, but realized it was pointless to try and get him back right now. "Shit. He's gone." Mack said, kneeling down next to Agent Morse. "Barbara, I'm sorry."

"No, he can't be gone." Mockingbird said, weeping. "He's gotta be alive. He's gotta."

Quake put her hand on Bobbi's shoulder. "Come on, let's go. We have a mission to finish. Lance would want us to do it." she said. "That's what he would've wanted."

"I hope you're right, Daisy." Mockingbird said, feeling more determined than ever before to take Doc Ock down and save Spider-Man.

The lot of them went over to the hatch, opened it, climbed down the ladder and back into the main hold as the wave of Octobot's went away. Widow saw how down they looked.

"Guys, what happened?" Widow asked.

"Lance is gone." Mack said, solemnly. "He sacrificed himself to save Bobbi from one of the Octobots."

This sort of thing shocked everyone, and Ant-Man cursed himself for not being there. "I'm sorry guys." he said. "I should've come out there to help you."

"It's not your fault, Lang." May said. "Right now, we'll have to count our losses."

Mockingbird got up in Melinda's face, denoting that she did not want to hear what Melinda had to say, she slapped her on the other side on the face. "Don't say that, May!" she yelled. "Just because Lance made an error over letting Ward escape when he thought he was bluffing about threatening to kill your ex-husband doesn't give you the right to condemn him!" she grabbed Agent May's uniform by the neck.

"Dammit, that's not what I mean!" May shot back. "When I said we have to count our losses, I meant..." Black Widow got angry with both of them, and shot her Widow's sting at the wall, causing them both to turn to her.

"ENOUGH! You two need to shut up and listen!" Widow demanded with an angry stare in her eyes and a fire burning in her heart. "This isn't about who's right and who's wrong, we need to focused on saving Spider-Man and the lives of these civilians in New York from Doctor Octopus!" she was trying to get everyone back on the same page, and believe it or not, it was working. "And the only way to do that is that we stay on the same page. Meaning that Melinda May, you need to stop being such a damn bitch and get your head out of your fricking ass! Or else, I'll do it for you, that way you'll find out why they call me the deadly Black Widow." she demanded that May stop acting the way she does. "And Mockingbird, don't give up on Agent Hunter. If he survives against the Octobot, you'll know soon enough." she reassured Agent Morse into never giving up on her ex-husband. "Right now, we need to take down Doc Ock and free Spider-Man from his control before it's too late.

Agent's May and Morse thought about what Widow stated to them, and yet Ant-Man was shocked to see Widow use her gauntlets on her fellow S.H.I.E.L.D. Agents. "You're right, Nat." Bobbi said, feeling a little bit reassured. "We finish this for Lance."

"Good." Widow said, and then ordered "Let's resume our mission. Ant-Man, you drive!"

"Way ahead of you, Black Widow." Ant-Man said, as she switched out of the pilot's seat and gave Ant-Man control over the Spider-Jet.

Widow turned her head back to Agent May. "Oh, and May. About the punch I gave you earlier?"

"What about it?" Melinda asked.

"That was for punching Spider-Man in the face on the day you met him." Natasha hissed at her. "You deserved it."

"For now, but that'll never happen again." May replied.

"Don't be so sure." she muttered.

Ant-Man then spoke up, "My apologies for being rude but aren't we..." he was then interrupted by Natasha.

"Of course we are, Scott. Thanks for the reminder." Widow replied. "I'm just glad I took a break from the Avengers because Truman Marsh is an asshole and a pain in my booty."

Ant-Man was a bit shaken up by that comment. "You make it sound like he's a threat."

Widow had a mad look in her eyes, "Given the fact that this scumbag is serving as liaison for the Avengers, yes he is." she stated.

* * *

Spidey watched helplessly as his friends were constantly getting pummeled down by the so called 'Superior' Spider-Man. White tiger got hit in the arm, but kept clawing at him anyway, Squirrel Girl whacked him with her tail, Agent Venom launched his rockets at him, but his red mechanized arms made a shield to deflect them. Iron Spider felt offended by that.

 **(Fight To Survive by Stan Bush plays)**

"Hey, mechanized arms may slow me down, but you just ripped me off!" Iron Spider said, trying to hit a nerve in his head.

The mad scientist would not have that, so he used a talon strike on him. "How dare you, boy!" he spat. Power Man and Iron Fist grabbed him, and got ready to restrain him.

"Okay, Nova, do it now!" Power Man said.

"We won't hold him for long!" Iron Fist added.

"Alright!" Nova zoomed over to him and punched him in the jaw. He still stood, and hit all three of them with the mechanical arms.

"You young fools, haven't realized that I won and you all lost!?" he taunted bullying them. "You are NEVER getting your friend back! Admit that I am superior to all of you!" he demanded.

"Never!" Agent Venom said, wincing.

"Hmph, then you will all DIE!" Otto was about to stab them all, but got spun around by Scarlet Spider who kicked him in the gut and punched his eyes.

"I DON'T THINK SO, YOU BASTARD!" Scarlet yelled, as he pulled him up and did a power slam to him.

"Who are you!?" Otto asked, violently.

"I'm the REAL Scarlet Spider!" he revealed. "The one YOU made was my clone! And I will get my revenge on you, by making you leave Spider-Man's life ALONE!" he shouted as he did a Bruce Lee styled kick on his chest. "Otto Octavius, it's time to send you back to the Akuma!"

"You're the real Scarlet Spider?" he got a good look at him. "Hmm, you are quite right! I did make that Scarlet Spider a clone Synthezoid with your blood pumping through him. And I wanted him to lead the Spider-Slayers."

"Let me guess, you had Alistair Smythe helping you make them?" he asked.

"Indeed, I designed them while he got them patented." the 'Superior Spider-Man' rambled.

"I thought when I last fought him, he quit working for Wilson Fisk." Scarlet wondered.

'Superior Spider-Man' jumped towards him, and locked up with him, wrestling style. "He did indeed." Otto revealed. "But his current employer is also an enemy of Spider-Man's." Scarlet then fought him off with various fighting movements he used Kung-Fu, Judo, Karate and Wrestling.

"Whoa, I didn't know Scarlet liked wrestling." Agent Venom said.

"Neither did I." White Tiger said as she got up. "Your fighting style is something else, Scarlet."

"It's called the Way Of The Spider." Scarlet said, as he shoved Octavius down. "I learned that from Shang-Chi."

"Ugh, whoever HE is, I would be most thrilled to fight him someday!" the so-called 'Superior Spider-Man' ran off to a different place.

* * *

Doc Ock wasn't about to give up so easily as he continued to fight Scarlet Spider and the other young heroes, who were in hot pursuit of the evil doctor.

"What's the matter Ock?" Peter asked, in a taunting manner. "Can't handle a little Spider Kung-Fu?"

"Bah!" he said. "I can't believe that this was the one who's blood I stole to create the Ghost, Goliath and Bones Spiders."

"You stole HIS blood to make the Spider-Slayers?" Peter asked.

"Of course!" Otto shot back. "How else could have completed them, before the time would be right!?"

"Not a very good idea in my opinion." Peter said to the mad doctor. "I still say you're not gonna kill the girl I love."

"We'll see about that." Otto said, as he had more of his Octobot's to swarm against Black Widow, Ant-Man and the S.H.I.E.L.D. Agents.

* * *

The Spider-Jet kept on zooming by with Ant-Man at the wheel until the finally reached Spider-Man's brain, and to the spot where Doctor's Octopus' Octobot ship was at.

"Hold onto your socks everyone!" Ant-Man said, showing everyone where they were at. "We've arrived at our current destination."

The S.H.I.E.L.D. Agents and Widow were in awe at the sight of it. They had no idea that all the knowledge of the wall-crawler was locked up in there. "So, that's Spider-Man brain?" Quake asked. "That's definitely the first time I've ever seen a real live human brain." she then started to choke up a little and then felt her stomach turn. Quake then went over to a restroom that was on the Spider-Jet and threw up her lunch.

 **(Power Of Love by Huey Lewis And The News plays)**

"You okay, Quake?" asked Mockingbird.

"I'll be fine." Quake replied, washing her hands and face. She stepped out of the restroom, and rejoined her allies. "I just got finished throwing up."

"Okay, everyone let's head on out there and save Spidey!" Mack said, getting more gear for everyone. Agent May, Mockingbird and Widow got in their scuba gear, Ant-Man got his other helmet out and they all charged out to get into Doc Ock's vessel.

"Be alert everyone. Doctor Octopus will know that we're already here to stop him." Black Widow stated, as the ship made it's rounds.

"Fools!" Ock taunted the S.H.I.E.L.D. Agents and the two Avengers. "Are you really that desperate to save Spider-Man from a master planner like me? Think again!"

Black Widow would have none of Ock's crap. "Let him go, Doc Ock! You've done enough!" she demanded.

Otto would not give in to that demand. "Never!" he said. "I came to far planning to tarnish Spider-Man's reputation and leave it in ruin for you to foil my plan!" he then popped up on a holographic image. "But, since you're here anyway, I want you to look at him." he then showed an image of Spider-Man looking like he was beaten up. He had a black eye and was bleeding from the side of his jaw.

"Black Widow, guys!" Spidey said, feeling a little relieved.

"Spider-Man!" everyone said in unison and horror when they saw how bad he looked. Widow clenched her fist.

"I never thought you'd see me like this." the web head confessed. "I feel like a ghost right now except that my head's a haunted house."

"Spidey, are you alright, sweetheart?" Widow asked.

"He's fine." Ock said, interrupting the conversation. "But not for long."

"I will be as soon as I regain control of myself." Spidey said, feeling determined to get his body back. "Now listen. Doc Ock's trapped me inside my own head, just so he could make me helplessly watch him use my body to cause a lot of trouble! In order to free me, you have to shut down or destroy the Octobot that gave Otto Octavius full access and control over my brain." he provided his girlfriend and her allies with the information they needed. "And since Doc Ock won't let me go, KICK HIS GODDAMN ASS!" he shouted in rage.

"You got it, babe!" Widow said to her boyfriend. "Alright guys, you heard him! Let's go wallop Ock's ass!"

"Music to my ears!" Agent May said, agreeing with a smirk on her face.

"Damn straight!" Mack said, also agreeing with this plan. The Spider-Jet landed, and the all got their gear on and bolted over to the Octobot Pod, so they could stop Doctor Octopus, and derail his scheme.

"Foolish S.H.I.E.L.D. Agents!" Ock hissed. "If you want Spider-Man back, come and get him!" he yelled as the S.H.I.E.L.D. Agents and Avenger went over to his vessel. The droids that were guarding it put up a fight, but Agent May, Quake and Mack shot them all down, while Ant-Man shrunk some of them and stepped on them like a human would kill a bug. Black Widow used her gauntlets on the lock to a different door, it opened and the lot of them all cornered Doc Ock.

"It's over, Otto!" Widow declared. "Now, shut this fucking thing down and let Spider-Man go before I go ape on you!" she hissed at the mad scientist.

"Never!" Otto refused to give up control of Spidey's body. "Not while I still have one final trick up my sleeve!" he pulled a lever and another batch of Octobot's came from out of nowhere, surrounding them.

"Damn! More of these stupid Octobots!" Mack yelled with grief.

"Shit!" Agent May complained. "He's always one step ahead of us, isn't he?"

"Octobots! Destroy the S.H.I.E.L.D. Agents, Black Widow and the one called Ant-Man!" Ock ordered, but then they were attacked from behind by a laser blaster. "What?! How..." Otto was flabbergasted when he saw Agent Lance Hunter riding on one of his Octobot's.

"Hey mates! I'm back!" Lance said, making a surprise entrance. Bobbi felt relieved that her ex-husband was still alive after going a few rounds with an Octobot.

"Lance! You son of a bitch!" Mack shouted, happily.

"He's alive!" Quake said excitedly.

"Woo Hoo!" Lance shouted as he rode on the Octobot like a cowboy on his horse.

"Thank God." Mockingbird said, feeling relieved.

Ock did not understand why Agent Hunter was still alive. "But that's impossible!" Ock ranted. "How did you survive?!"

"Nothing special, mate." Lance started off his explanation. "That bloody robot of yours got one hell of a grip on me. So I found a way override that control of yours and controlled it against it's will."

Agent May was impressed by Lance's idea. "Very clever, Lance."

"But not clever enough." Ock said, going back over to his console. "You may have overridden one of my regular Octobots, but you still won't destroy them all at the same time!" he taunted the agents and the two heroes.

"I agree." Widow said, then she turned her head over to the Inhuman hacker. "Quake, now!" she ordered. Quake used her powers to blast the doors open.

"NO!" Ock panicked, as his ship was breached.

"It's penetrated!" Quake said. "Now we can get inside!" she ran towards the ship, as did Agent May, Mack, Lance, Mockingbird, Widow and Ant-Man.

"See if you can find something that shut's them down!" Agent May advised. "We'll cover you." she shot some of the Octobot's away with her laser blaster, Mack and the others did the same thing.

"Don't even think..." Ock said, as Quake got into the main hold of the Octobot.

"Shut it, you bastard!" Quake cut off the mad doctor in mid-sentence, pointed her gloves at him and began to look around the console for a lever, button, switch or any other kind of gizmo that would shut the machines down. It was then that she noticed there was a button with a red label on it "Octobot Self Destruction mechanism button?" she wondered. "I wonder what this does?" she said, trying to be coy.

"No, you mustn't touch that dial!" Otto warned the Inhuman hacker not to touch the button.

"Oh, this?" Quake teased the madman, and pressed the button anyway, and an alarm went off.

"NOOOOOOOOOO!" Otto yelled, feeling like his plan did not go how he hoped.

Oustide the Octobot, the miniature version that Lance was riding on began to malfunction. "Whoa! It's time for me to get off!" Lance jumped down from the Octobot, and landed on his feet as the machine exploded. Mockingbird ran over to her ex-husband.

"Lance!" she shouted, as her and Mack went over to him.

"Lance, are you okay man?" Mack asked.

"Never better, mate."

Mack had a half smile on his face. "Lance Hunter, you crazy limey."

Mockingbird slapped Lance upside the face, and the she hugged him with relief.

"I'm sorry Bobbi." Lance apologized to his ex-wife. "I didn't mean to worry you."

"I know." Bobbi said. "But don't ever do that again. Otherwise, I'll kill you myself."

Back inside the Octobot ship, Quake had Ock dumbfounded. "Well, what do you know?" Quake taunted the villain. "One push of a button and the Octobots self destructed. That was easy."

"Yeah, way too easy if you ask me." Peter said.

"This is you with the mask off, eh?" Quake wondered, and got a good look at him. "Nat is right, you are cute."

"You're making me blush." Peter said, but then snapped out of it when he saw Ock coming from behind. "Quake, look out!"

Otto used on of his tentacles to grab Quake by the back. "You destroyed my Octobot's you brat!" he yelled. And then, one of his tentacles became a bladed weapon. "I don't give a damn if you are an Inhuman, because now, you will pay with your life!"

"No, don't!" Peter yelled.

"Silence, Spider-Man!" Ock threatened. "I will take her life, and there's nothing you..." he was about to stab Quake, but then a laser balst came out of nowhere and hit the tentacle, while another hit him in the chest.

"Just shut. Up!" Black Widow said gritting her teeth, as it was revealed that she shot the evil doctor to set the Inhuman hacker free from his grip.

"You bitch. I hate you." Ock said, stating that very abundantly clear.

"Well, that makes two of us, Otto." Widow said, lowering her gauntlets. "Hang in there, Spidey. I'll shut it down and set you free." She then ran over to the main power source, blasted it with her Widow's Sting, then ran where Peter was trapped, and broke his restraints. She caught him in her arms.

"I could kiss you right now, Natasha." Peter said, feeling happy that his girlfriend caught him.

"Me too, sweetie pie." Natasha said, as the two kissed on the lips, Quake smiled at them, but Otto was disgusted.

"I believe the term is...'Get a room, you both!' as they say." Otto said, not wanting to stand it. Just then, Agents Hunter, Mack, May and Mockingbird barged in and slapped the handcuffs on the mad doctor.

* * *

Outside of Spidey's body, in the real world, Spidey felt into the Times Square area, he got up and shook off the headache Scarlet Spider gave him.

 **(Revolution by Pennywise plays)**

Under the mask, he opened his eyes. "Whoa! I'm back. I'm..." he was then punched by Scarlet Spider who came out of the shadows. "Ow, my face!" Spidey replied, feeling in pain.

"Alright, Doc Ock! If you don't let him go, I'll..." he raised his fist at him.

"Scarlet, wait!" Spidey stopped Scarlet for a little. "It's me! I'm back to normal!"

Scarlet did not believe him, "Nice try, Ock!" Scarlet Spider said. "You can't fool me like that!" he got ready to punch him again, but the webhead stopped him again.

"No, I'm fucking serious!" Spider-Man swore. "I'm the REAL Spider-Man!"

Scarlet still was not entirely convinced. "Prove it!" he demanded as he got up and folded his arms.

Spider-Man decided to prove himself to his ally. "Do you remember when we took down Juggernaut, Tombstone, the Enforcers and Hammerhead on the day we took back the formula for my web fluid?" he asked.

"Yeah, I remember. Why?"

"Because, that was the day Black Widow and I teamed up with a different Scarlet Spider." Spider-Man stated. "I finally accepted that Ben Riley was just a clone of you, the REAL Scarlet Spider."

Scarlet looked into Spidey's eyes, and knew he was telling the truth. "So, this isn't Doc Ock controlling your brain to fool me. Is it?" he wondered.

"Me fool you? No damn way! I wouldn't do that." Spidey confessed. "The real Doctor Octopus never fantasizes about Black Widow in her shinning glory underneath her...well, you know what." he did not want to sound like a pervert, and Scarlet had a goofy smile underneath his mask.

"So it is you. Welcome back, bro." Scarlet shook Spidey's hand.

"It's good to be back, Scarlet." Spidey said, as he switched back to his normal costume and still felt down. "Except for the fact that I got beaten up on account of Doc Ock's erratic behavior."

Just then, Agent Venom, Iron Spider, Cloak, Dagger, Nova, Power Man and Iron Fist who was carrying White Tiger over his shoulder came over to him. "Scarlet, aren't you supposed to be..." Agent Venom was about to finish his sentence.

"Relax guys." Scarlet said. "Spidey's back to normal. Black Widow, Ant-Man and Coulson's team successfully freed him from Otto and his body-snatching brain-hacking Octobot that got him in this stupid mess in the first place."

Nova was not convinced, "Are you really sure that we should believe him?" he asked, questioning Scarlet's intuition. "'Cause if not, we can still kick his ass." he pounded his fist into his palm.

"Not unless I bring in the bunny patrol!" Spidey joked, and yet made Nova jump in fear.

"AH!" Nova screamed at the top of his lungs. "No, not that! Not the bunnies!" he covered his eyes.

The others laughed at his expense, Power Man broke his silence. "Sweet Christmas! That's our webhead alright." he said, feeling relieved that his friend was back in control of his own body.

Squirrel Girl embraced the wall-crawler. "Welcome back, Spider-Man. You really had us worried."

Agent Venom wasted no time in hugging his friend. "Boy are we glad to see you!" he said, holding him tightly.

"Easy there, Flash!" Spidey said, gasping for breath. "I've taken enough abuse inside and out."

"Oh. Sorry, dude!" Agent Venom said.

Iron Fist walked over to the spider-powered hero. "Anyhow, how are you feeling my friend?" he asked.

"I feel awful." Spidey said. "Doc Ock has really done it this time."

White Tiger got down from Iron Fist's shoulder and went over to Spider-Man feeling mad at him. "Well, I felt worse when that bastard nearly killed me! No thanks to you!" she then punched him in the gut.

"OW! My ribs!" Spidey winced in pain, and Scarlet shook his fist, denoting he was angry with White Tiger.

"That's for letting Doc Ock take over you and..." she was cut off in mid-sentence when Scarlet Spider turned her around/

"Shut up White Tiger!" he yelled, slapping her in the face really hard.

"OW! That hurts!" now White Tiger was wincing in pain.

"I'm sorry for slapping you, but don't ever do that again!" Scarlet said, firmly. "Nobody punches him in the ribs but me. Got it?" he hissed a little bit.

"Yeah. I got it!" White Tiger said feeling frightened to think of what Scarlet would have done to her.

"Good."

"Heads up, guys!" Nova said, looking in the other direction. "We've got company."

It was then that Spider-Man got pelted by soda cans, beer cans, old newspapers and so on by a group of angry New York citizens, who also had torches and were heading right towards him. The lot of them said mean things like "Down with Spider-Man." "Get out of our city." and "Get lost and never come back you murderer."

"Oh my goodness." Iron Spider said, feeling startled by this. "This is not good at all! The actions of Otto Octavius has caused a lot of angry New Yorkers to turn against him."

"Including that guy." Agent Venom pointed to the jumbotron where J. Jonah Jameson was ranting about Spider-Man being a menace again.

 _"Spider-Man, arachnid menace!"_ Jameson ranted roughly. "See what you've done?! You proved to the entire Tri-state area that I was 110% right about you the entire time! You just crossed the line from a criminal to a threat to our society! So as of right now, I say arrest him, send him to prison and throw away the keys!" he said, but there were no cops around to do so. All of them were on assignment.

"Don't listen to that motherfucker, webhead!" Scarlet said, defending him. "All of this is Doc Ock's doing!"

"No, this is all my fault." Spidey felt down about what had happened tonight. "I let Doc Ock possess me and do all those terrible things to everyone in the city I love."

* * *

Back inside Spider-Man's body, Black Widow, Ant-Man and the others were tying Ock up. They placed a different kind of handcuffs on the mad doctor.

"Curse you, Black Widow!" Otto barked at the Russian redhead. "I'll get you and Spider-Man for this!"

"Bite me, asshole." Black Widow said, shoving the villain into the jet roughly.

Quake took this opportunity to contact Coulson. "We got our man, guys. We're good to go." she said.

"I'll join you guys after I tie up the last of the loose ends." Ant-Man said, as he began running towards the Octobot.

"Which is?" Melinda May asked.

"This!" Ant-Man used his Pym Particle blaster to shrink the Octobot ship down to the size of a peanut. "What? We can't leave that contraption here."

"I agree." Black Widow stated. "That damn thing is too dangerous to leave in someone else's brain."

Ant-Man looked at the timer, with shock. It said 1 minute and 10 seconds, "Uh oh! Guys, we gotta move!" he said. "We've got less than a minute before we get back to normal size. Everyone was shocked by that development, especially Natasha.

"In your seats everyone, I'm driving!" Black Widow said as she strapped herself in.

"To where?" Mack asked.

Widow had a brainstorm, "His nose!" she said.

Coulson got on the comm-link, _"Natasha, everyone, what the hell is going on?"_ he wondered.

"We shut down the Octobot, kicked Doc Ock's ass and arrested him." Widow reported. "Now we're heading to Spider-Man's nose!"

Fitz monitored the timer. _"It sounds like you're about to grow back to normal size."_ he said.

"Yep, that sounds about right!" Ant-Man yelled.

 _"Oh dear! You gotta hurry!"_ Jemma instructed. "The Pym Particles are wearing off! You gotta hurry before..." Jemma was cut off in mid sentence by Ant-Man who was in the co-pilot seat.

"Spidey's finished! Yeah, we got it!" Ant-Man said. "God! This can't get any worse for the poor guy, can it?"

Ock, still handcuffed chuckled evilly. "Like I care for the wall-crawler." he said. "He deserves to die." Widow shot another laser at the mad doctor.

"Shut. The fuck. Up!" Widow threatened him. "We're _NOT_ gonna lose him! And more importantly, _I'M_ not gonna lose him either!"

"Oh but you..." Ock was about shoot a threat back at her, but instead got kicked in the face really bad by Mockingbird and Quake. They kicked him spo hard he was bleeding from the face.

"Thanks for shutting him up, Bobbi and Daisy." Widow said to her fellow S.H.I.E.L.D. Agents.

"No problem, Nat." Quake said, giving her then thumbs-up and wink.

"Hey, it's the least we could do." Mockingbird added.

Widow got the Spider-Jet into Spider-Man's nose. "We're currently at our destination guys. Spidey's nose." she said. "Now get ready and grab onto something."

Lance was a little disgruntled by what was about to happen. "Wait a second." he said. "You mean..."

"Yep." Widow admitted to what she was gonna do. "I'm gonna make my boyfriend sneeze us out."

"Oh, shit!" Mack said, holding on for dear life. Widow, used a mechanized arm from the Spider-Jet to tug a bit of Spider-Man's nose hair.

* * *

Outside, Spidey then felt a tingle as the angry New York mob came closer and closer. "Hey! I got something in my nose!" he said.

"Seriously, web-head?!" White Tiger complained. "At a time like this?!"

"Does Black Widow have big..." Nova was about to make a remark about Black Widow, but was cut off.

"Not now, buckethead!" Spidey pointed his finger at Nova. as he lifted up his mask to reveal his mouth. "I think I-I-I-I-AAAAAAATCHOOOOOO!" he sneezed, and then the Spider-Jet came out of his nose and grew back to normal size.

"Sweet Christmas!" Power Man said his catchphrase again. "They finally did it!"

"Were they successful in capturing Doctor Octopus?" Iron Fist asked.

The hatch opened up, and out came the Agents Of S.H.I.E.L.D., Ant-Man and Black Widow. "I have to say affirmative." Iron Spider said.

"Everyone wait!" Black Widow ordered the citizens. "We caught the creep that took Spider-Man's body and framed him for what he did to all of you!"

The citizens all turned their heads, and saw the S.H.I.E.L.D. Agents. One of them wolf whistled at Black Widow. "Hey, it's Black Widow of the Avengers!" a citizen with a green hat and a U.S. Army jacket said.

"Yeah but what's she doing here?" asked a female citizen with long brown hair and a blue sweat suit.

"Presenting the real culprit behind these incidents!" she said, throwing Doc Ock out into the open, and made him land on his arm.

"Doctor Octopus?!" the citizens all gasped and were wide-eyed with surprise.

Scarlet Spider added to Black Widow's case. "Yeah. You now see that it wasn't Spider-Man that hurt and killed all those innocent victims." he said. "It was Dr. Otto Octavius the whole time!"

The people were stunned to see that a hero was just being forced into a wall he couldn't get out of by a man who hated him so much. "Is this true?" asked Detective Terri Lee, as she walked over to the villain.

"That's right you feeble-minded, imbecilic fools!" Ock confessed for his crime, making all the people mad at him instead of Spider-Man. "I framed Spider-Man as part of my scheme to turn you all against him!" the townspeople all started to throw their garbage at him, and bashed him with baseball bats, hockey sticks and golf clubs. "Ah! I'll see that you'll live to regret throwing your garbage at me! I'll have my revenge! Mark my words!"

"Mark this instead, you son of a bitch!" Black Widow used her Widow's sting on Ock, and knocked him out. "Agents Hunter, May, Quake, Mack and Mockingbird, take him away! I'll join you later."

"Sure thing, Black Widow." Mockingbird said.

Widow then went over to the web-head. "Spidey, babe, are you alright?" she asked. "I was really worried about you." she stroked his head gently.

"Yes and no." Spidey replied. "Right now, I'm about to pass out." he then felt all blurry. "Damn that Doc Ock..." he then fainted in Black Widow's arms.

"Spidey?" Widow asked, as she tried to wake him up, but it did no good. "Spidey, wake up!"

"Come on, let's get him back to the Triskellion!" Power Man said, as he helped Widow carry him into the Spider-Jet. All the others Web-Warriors followed them into the vehichle, as did Ant-Man.

"Hold on, Spidey! Don't you dare die on me now!" Widow said, hoping that Spider-Man would not die.

Another one of the citizens walked up to Scarlet Spider. "Hey, um...Scarlet."

"Yes, Detective Lee?"

"I can assume that Ock wasn't working alone, right?" she wondered.

"Indeed so." Scarlet showed the same video he showed to the Web-Warriors earlier. "It was Cletus Kasady who killed that innocent life. Only he calls himself Carnage."

The New Yorkers dropped their weapons, blew out their torches and threw their garbage away. "Isn't Carnage a virus that nearly made us part of him?" a female citizen asked.

"Yes, but that was a copy Michael Morbius made." Scarlet revealed. "The original is of different origin."

"Well, we'll need to be on the lookout, in case he comes back." Terri replied.

"Exactamundo." Scarlet stated. "Right now, I've got to make sure Spider-Man stays alive."

"Good luck, Scarlet Spider." everyone said in unison as the

* * *

At a building in the Manhattan area, we see a woman with short brown hair and brown eyes watching a news report from an Asian woman, whose name could be seen on the front panel. The reporter went by the name of Whitney Chang, and she was spreading good press on Spider-Man since he saved her life before, despite what Jameson says about him. _"This is Whitney Chang, live with a special update. It would seem as though Spider-Man was framed for crimes he did not commit by a man in a green and gold outfit with four silver mechanical arms on his back. The man has been identified as Dr. Otto Octavius, also known as Doctor Octopus. He has been arrested by S.H.I.E.L.D. Agents who are now taking Octavius into custody for traumatizing kids, scaring people, destroying property and allying himself with a monster who has not been revealed yet."_ she said. _"In other news, fugitive Cletus Kasady, a.k.a. the Carnage Killer is still on the loose, and so far no one has a single clue to his whereabouts. Wherever he is, he cannot escape from the law forever."_

"Amen to that, Whitney Chang." the woman said, sipping her coffee.

* * *

Back at the Triskellion, Doc Ock was thrown into his cell which was now outfitted with even more security than ever before. Director Fury was on the computer while Coulson was with Nova, Melinda, Leo, Jemma, Lance, Quake, Mockingbird and Mack. The other S.H.I.E.L.D. Academy student were in the medical bay over looking Spider-Man's injuries.

"You've been nothing more than a pain in my ass, Octavius!" Fury said, viciously as Ock was shoved in. "Now that we got you back you back in your cell, you forced us to to take drastic measures to make sure that it never happens ever again!"

Ock went over to the window, and ranted. "BAH! Don't be so sure about that, Fury!" he said to the S.H.I.E.L.D. Director. "I'd do it all over again if I must. What I've done today is only the beginning of what will transpire sooner than you can possibly fathom."

"Oh, is that so?" Fury wondered, and had his eyebrow raised.

"Of course you eye patch wearing, bald headed buffoon!" Ock insulted the Director. "But I assure you that you have another problem to deal with."

"Like what?"

"Why don't you ask Agent Coulson?" Doc Ock and Fury turned their attention to said Agent.

"Speaking of which, sir." Coulson started off his explanation. "When Doc Ock escaped from the Triskellion with Spider-Man's body under his control, Mesmero escaped."

"WHAT?!" Fury yelled with shock and dismay.

"Are you serious!?" Nova yelled.

"How did Mesmero break out?" Melinda May asked.

"That's what I want to know, too!" Fury demanded.

Coulson showed them all the footage of Mesmero's breakout from the premises. "There!" he pointed to the men standing in front of Mesmero's cell. "The Agents who were on guard duty for the prisoners reported that Doc Ock incapacitated them, broke Mesmero out of his cell and escaped the Triskellion."

Fury was madder than all hell. "Octavius, you son of a bitch!" he yelled while Octavius chuckled evilly. "You were up to something with Mesmero, weren't you?"

"Let's just say that possessing Spider-Man's body was just a pre-show of what's to come." Otto said, as he laughed evilly. "When the wall-crawler and the Black Widow cross paths with Mesmero again, it's deja vu for my arch foe all over again and the hostile takeover of the Triskellion will proceed as planned!"

"Hostile takeover? I don't know how you intend to pull that off, but it won't happen!" Fury had an angry squint on his face. "In the meantime, shut up and don't piss me off!" he shut his end of the comm-link off.

"Perhaps for now." Otto said, sitting down in his cell. His tentacles being restrained.

* * *

In the Medical bay, Peter was getting checked out by Dr. Connors, Martha and Billy. Black Widow was standing at his bedside, stroking his head gently. Squirrel Girl, Agent Venom, Iron Spider, White Tiger, Iron Fist, Power Man, Scarlet Spider, Cloak and Dagger were relieved that their friend was gonna live, but were upset with the way Doc Ock took over his body, but now that Ant-Man removed it from him, they know it won't happen again.

"Well, Peter, your wounds inside and out are healed." Dr. Connors said. "You're fine physically, but I can tell that you're literally traumatized by what transpired tonight."

"Tell me about it, Doc Connors." Peter said, with a ice pack on his head. "I had my fair share of worst days in my life, but what Doc Ock did to me today tops them all."

"I see." Curt said. "So, I strongly recommend that you need someone to keep you company tonight."

Black Widow walked over to the bedside. "Don't worry, Curt." she said, stroking Spidey's head. "I'll keep him company since he let me stay at his Aunt's place while she's out of town."

"That's a great idea, Natasha." Dr. Connors agreed with this.

Martha and Billy went over to him, and Martha patted Peter on the head. "Don't worry Peter." she said, comforting the boy. "Things will get better for you. You just need some time. What Octavius did to you won't last forever, that's all."

"I hope you're right, Martha." Peter said, hoping that things will go his way again. "Doc Ock's actions really took a toll on me."

Billy went over to the bed. "Hey, Pete! Before you go back home, I wanted to give you something to make you feel better." Billy showed Peter a drawing he made of Spidey, Scarlet Spider, Black Widow and the others with him standing triumphantly over Doctor Octopus. This left Peter a little bit happy.

"Really? Aw, thanks Billy." Peter said, thanking the Connors boy. "You shouldn't have."

"Actually, I have." Billy said, giving it to him. "It's the least I can do to cheer you up. After all, Doctor Octopus is being such a booboo headed bully." he pointed out.

"Easy there, son." Curt said, being firm but fair with his offspring.

Martha wagged her finger at him "Now, Billy, it's not nice to say things like that even if it's true." she said.

"Sorry mom." Billy said.

Widow got Peter out of bed, and walked him over to her car, taking the drawing with him. "Come on, Petey. Let's go home." Widow said.

"Okay, Nat." Peter said, as he waved at his friends. "Good bye guys. And thanks again!" he said.

"Bye!" they all collectively said, as Widow's car took off into the sky. The doors opened up and Debra walked into the room and saw her old boyfriend. "Eugene Flash Thompson, is that you?" she asked.

Agent Venom was shocked to see someone from his past there in front of him, and his eyes grew wide. "Debra?" he asked.

Debra went over hand embraced him. "It's so good to see you." she said.

"Good to see you too, Debs!" Flash said, happy to see his old girlfriend. "What are you doing here by the way?"

"Oh, I joined S.H.I.E.L.D. so they could pay for my college funds." Debra stated to her ex-boyfriend. "Being in college can be very expensive nowadays y'know?"

"Yeah." Flash replied. "After I became Agent Venom, thanks to the Symbiote, I joined S.H.I.E.L.D. as a superhero and a member of the Web-Warriors led by Spider-Man."

Debra was amazed by this thing. "That's great!" she said kissing him on the cheek.

"Yeah, oh have you already met the others?" Flash wondered, as he showed her the other heroes that were with him.

"Of course I have." she replied. Debra recognized Cloak, Dagger, Nova, White Tiger, Iron Fist, Power Man, Iron Spider and a few others. "Except for this Scarlet Spider who looks different from the last one."

"So, you two know each other?" Scarlet asked.

"Yeah, since freshman year in high school." Agent Venom said. "She graduated to college when she was in her Sophomore year."

"I see." Kaine took his mask off and showed Debra what he looked like.

"So, when did you meet Peter Parker?" Debra asked.

"During the time Peter, Natasha and I teamed up with two members of the X-Men, Iceman and Firestar to take down Juggernaut, Tombstone, Hammerhead and the Enforcers when they stole his web fluid formula." Scarlet said to them all.

"Really?!" everyone said in unison.

"Yep." Scarlet said, confirming the fact.

"Man, that's awesome!" Nova said, feeling excited to hear that. "I heard the X-Men was like that too."

"Yeah, but I heard that Wolverine was the most badass member of them all." Power Man stated.

"I would like to personally meet Iceman and Firestar someday." Amadeus Cho said, getting out of the Iron Spider armor.

"Me too." Dagger said.

"So would I." Cloak added.

"It would be an honor if we meet them someday." Iron Fist stated, as he bowed.

"Yeah, I bet." Scarlet said, as he went over to the window. "Now, if you'll excuse me, I must be heading back to the loft. And remember that promise, guys."

"Don't worry about that man." Power Man said to the man in Blue, Black and Red. "We got you."

"Good." Kaine acknowledged Power Man's acceptance. "My brother will know the truth real soon, but not right now."

Ant-Man looked at the new watch he installed into his suit. "Yeah. Oh, I gotta get back home. My daughter needs me." he said, denoting that his daughter Cassie needed him. "See you guys next time!" Ant-Man said as he raced off towards one of his ants.

White Tiger then went over to Kaine. "Oh, and Kaine before you go, I just want to say I'm sorry for being so rough and mean to your little bro." she apologized to the older Parker. "I just let my emotions get the better of me."

"Apology accepted, Ava Ayala." Kaine said, embracing White Tiger. "Just don't be so hard on him, okay?"

"I'll try." Ava said. "Even if he messes up sometimes."

"Hey, Scarlet!" Squirrel Girl said, getting Kaine's attention.

"Yeah?" Scarlet wondered. But then, Squirrel Girl kissed him on the cheek, making everyone shocked.

"It's for good luck." Squirrel Girl said.

Kaine was blushing a very bright beet red, enough to match his mask. "Um...I really gotta go." Kaine said, as he put his mask on and swung off into the night, back to his loft.

White Tiger and the others wanted to know what that was about. "Really, Squirrel Girl?" White Tiger asked. "Did you do that on purpose or what?"

Nova started being coy, "Oh, I get it now!" Nova teased. "You got a crush on him, don't you?"

"Sweet Christmas!" Power Man said.

Squirrel Girl was dumbfounded and began blushing. "What, no! I just gave him a good luck kiss on the cheek. That's all." she admitted. "Besides, I already have a boyfriend. His name is Robbie Baldwin."

Ava and Dagger were surprised to hear that, as were the others. "Shut up, girl." Ava said, in a playful manner.

"No, I'm serious!" Squirrel Girl said, showing them a picture of her and a blonde boy standing together embracing.

"Wow, you made a good choice, Doreen." Dagger said.

"I know, right?" Squirrel Girl said, as she laughed along with White Tiger and Dagger.

"I can dig that." Power Man stated something he wanted to tell them. "I also got a girlfriend named Jessica Jones." he admitted.

"I see, Luke." Iron Fist said, agreeing with him. "The girl we met before?" he wondered.

"Yeah, along with Misty Knight." The other Web-Warriors all heard that.

White Tiger, Squirrel Girl and Dagger were amazed, as were Cloak, Amadeus and Agent Venom. "Hold on a sec." Ava said. "When did you meet these two girls who happen to be your friends?" she asked.

"Oh, it was back when we first got our powers." Luke said, taking his shades off.

"Wow, that I did not know." Debra said.

* * *

Later, at the Parker Residence, Peter had a sad look on his face, but decided to call his Aunt May and tell her that he's still alive. He pressed the speed dial button on his phone, and May answered it.

"Hello?" May asked.

"Hi, Aunt May." Peter said. "It's me, Peter." he sounded upset about something.

"Peter, you sound sad." May said, feeling concerned. "Are you alright?"

"No, Aunt May, I'm not." Peter began to tell her about what happened. "Doctor Octopus took over my body and did terrible things with it while I was trappened in my own mind." he said, sniffing sadly.

"I already know, Peter." May said back to her nephew, and yet Peter wondered how his Aunt knew about what had happened. "S.H.I.E.L.D. Agent Jimmy Woo and Dr. Ashley Kafka informed me about what happened. I'm so sorry that happened to you."

"Yeah, I'm sorry too." Peter said. "Because of Doc Ock, it'll be very difficult for me to sleep well tonight."

"I know but there's more startling news that they informed me about."

"What is it?"

"They informed me that Carnage is back."

Peter had a look of shock on his face, the name was very familiar to him, and yet somewhat gruesome too. "Carnage? But, that's impossible." he said, feeling his heart race. "I destroyed the Carnage Symbiote except for the fragments of it that are inside Mary Jane."

"I know that." May replied to her nephew. "But they told me that the mentally deranged serial killer named Cletus Kasady became the new host for the Symbiote." she warned Peter. "And he's extremely dangerous."

"Wow, that is scary." Peter knew that a killer named Cletus Kasady had recently broke out of Ravencroft Prison.

"So please be extremely careful if you encounter him, Peter."

"I don't know if I can last against a monster like him." Peter said, beginning to doubt himself.

"To be honest, me neither." May admitted. "But, I have faith in you will defeat him, despite that I fear for you and your mystery girlfriend. Tell her that I'll allow her to stay with you and you both can sleep in my room for a while until I get back."

Peter felt a little bit of relief. "I will inform her of that."

"I love you, Peter."

"Me too." Peter said. "Bye."

"Bye." May hung up on her end, and he placed his phone down.

Natasha came into the room, wearing a red and blue soccer jersey with the number 10 on it. She bought this while she and Peter went shopping for clothes for her. Peter was down in the dumps about what happened earlier and Natasha went over to him.

"Peter, are you alright?" Nat asked.

Peter replied, "Yes, but I'm still hurt over letting Doc Ock get inside my brain and making my body do horrible things with it in the real world." he started to choke up a little bit. "Even that asshole J. Jonah Jameson and his anti-Spider-Man rant hurt me a lot more than anyone could think of." he then felt tears starting to flare up in his eyes. "Nat, I screwed up again. I really, really, really screwed up again!" Peter broke down and started to cry in front of her.

Natasha wiped the tears from his eyes and shushed him quiet, while she stroked his head again. But this time, she pulled him close to her bosom. "It's okay Peter." Natasha said. "It's not your fault. It's Doc Ock's fault that he did it against your will." she gave Peter a reassuring smile. "I won't give up on you no matter what because I know you won't give up on me either."

"You're right, Natasha." Peter said, sniffing. "I'll admit that for a beautiful Russian badass super spy, you got a heart of gold."

"So do you, sweetie." Natasha said. "Although you now have red in your ledger."

"Thanks to Doc Ock, but unlike him I'm not a killer." Peter added. "He may have put the blood of the innocent on my hands but I'll have to take steps to make sure that it'll never happen again." he declared. "Because if it does, I'll never be able to live with myself."

Natasha slapped Peter in the face, and pulled him over to the wall. "Don't say that, Peter. Don't so this to yourself." she begged and confessed something to him. "I was once like you before I joined the Avengers. Being haunted by my past, terrible memories of innocent people dying whether by my hands or someone else's, torment during my days training in the Red Room and losing the people that was dear to me." Peter did not ask her to tell him that before, but her fellow Avengers did. "After being reminded of them, I realized that it would break my heart if I lost you."

Peter was amazed by how much she cared for him. "You're right, babe." Peter said, holding her hand. "After hearing you you say those things, I realized that you did more then telling me how much you love me, you showed me that as well."

She smiled happily at him, and placed her hands on his shoulders. "I guess I realized that love isn't just for children, it's for everyone too." she stated. "I thought I would never fall in love again until you and I got close."

But then Peter remembered what was said to him before Nat came in. "Oh, by the way, Aunt May said that you can stay here and you could sleep in her room for a while until she comes back from her trip."

"Sure, okay." Natasha said, as she took Peter in her arms and carried him. "But I'd rather sleep with you as always. I wouldn't mind if you slept with me because of your warm touch."

Peter felt complimented as Natasha took him into his Aunt's bedroom where they first agreed to team up. "That's good." Peter said, still wondering if he'll have a horrible reminder. "Because, I don't want to end up having a nightmare about what happened tonight."

Natasha opened up the door, pulled the covers over and placed Peter on the side where his Uncle Ben slept when he was still alive. "I think I found something that can fix that."

"Really?" Peter ask, as Natasha covered him up and tucked him in. "How."

"Listen." Natasha began to sing Bryan Adams' old hit Everything I Do (I Do It For You) in the form of a lullaby.

 **(A/N: I do not own the song Everything I Do (I Do It For You). All rights go to Bryan Adams.)**

 _ **"Look into my eyes, and you will see what you mean to me. Just search your heart, search your soul. When you find me there, you'll search no more."**_ Peter felt his eyelids becoming heavy. **_"Don't tell me it's not worth fighting for. You can't tell me it's not worth dying for. You know it's true. Everything I do. I do it for you."_ ** Peter then closed his eyes.

"Wow, Nat. I didn't know you had such a beautiful singing voice." Peter said, feeling like nothing was gonna bother him tonight.

"Me neither." Nat replied. "I found that out when I sung in the shower. I used it once on the Hulk until he fell asleep and changed back into Dr. Bruce Banner."

Peter did not know that at all. "Amazing. Thanks to that lullaby, I feel a whole lot better." he said. "I can finally sleep peacefully. Nat, you're the best."

"Thank you, handsome." Natasha got on Aunt May's side of the bed, and kissed Peter on the lips, and held him tightly.

To Be Continued...

* * *

Well, there you have it folks. Chapter 8 is officially done. I'm sorry it took a while. I got held up at work. Plus, I would like to dedicate this chapter to the loving memory of my pet cat Starfire. He died last month on Thanksgiving day, it was a devastating loss and I had to bury him in my backyard. I hope Christmas will be better than this years Thanksgiving. And if you're wonder who the woman with the short brown hair and brow eyes is, I won't reveal who it is yet, but' some of you are gonna be shocked out of your socks when you find out.

By the way, Akuma is the Japanese word for Devil or Demon. Plus, I'd like to mark this as a whole year since this story started. I wonder what 2017 will bring to me, ERoc901 Tha Clean Up Man and our friend UltimateWarriorFan4Ever.

Stay tuned for Chapter 9: The Spider Switch - Part 1! Spider-Man and Black Widow have switched bodies due to Mesmero hypnotizing her before the whole thing, so now they have to master each others powers in order to save the Avengers, S.H.I.E.L.D. Academy and the Agents Of S.M.A.S.H. from Mesmero's control. And will Kaitlyn Rogers save her biological father: Captain America? Find out next time!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	9. The Spider Switch - Part 1!

How's it hanging, y'all!? Me and ERoc901 Tha Clean Up Man are now set for chapter 9. This time, it's a bodyswap! Spidey and Widow have switched bodies due to Mesmero pulling yet another trick. Now the must learn how to adjust to being in each others abilities and arsenals in order to stop Mesmero, save the Avengers, the Web-Warriors and the Agents Of S.M.A.S.H. from Mesmero's mind controlling, body-switching fiasco. Can the spiders and Falcon do it? Stay tuned!

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Disclaimer: Same as before. I also do not own Hulk And The Agents Of S.M.A.S.H. All rights also go to Disney XD, Marvel and Stan Lee.

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Chapter 9: The Spider Switch - Part 1!

Two day's passed since Doc Ock was thrown in jail again and it was a slightly overcast night at Central Park, but there was no call for rain. Spider-Man and Black Widow were fighting against the three remaining members of the Frightful Four, Bentley Whittman/The Wizard, Ulysses Klaue/Klaw and Peter Petruski/The Trapster. Trapster was gawking at Black Widow's larger bosom, and even started drooling. In his thoughts, "I know. The three of these Frightful Four guys are at it again." he dodged a sonic attack from Klaw. "I don't see why you guys are mad at me." Spider-Man said. "Is it because we put Thundra away by turning her over to the authorities?" Spidey noticed Trapster staring at his girlfriend. "If so, then why is Paste-Pot Pete drooling over Black Widow?"

Trapster noticed the saliva outside his mouth, wiped it away and got angry. "First of all, don't call me that shitty name!" he said, shooting his glue at the web head. "I hate it, I hate it, IT HATE IT!" he yelled.

Wizard began to try and calm his compatriot down. "Cease this buffoonery of yours, Trapster." he ordered. "And I'm not talking about the idiotic music that these mindless youngsters are listening to these days." he pointed out. "You're drooling over the huge watermelons on the chest that belongs to the Femme Fatale of the Avengers."

Trapster was dumbfounded and Widow facepalmed herself. "So what? They're huge." he countered his leader's stern attitude as he kept gazing at the Russian redheaded super spy. "Maybe I should call myself Trapstrer the Titty Master."

"Uh, no." Spider-Man deadpanned.

"Aw c'mon!" he complained again. "That sounded cool." but then he got zapped by Widow's gauntlets.

 **(Boys Will Be Boys by Backstreet Boys plays)**

"No, it did not! It was insulting." Widow said, after the zap. "My eyes are up here, you son of a bitch." she pointed to her eyes. "Instead you should be named the Paste-Pot Perv!" she insulted the hot-glue user again, and boy was he angry.

"Stop it with the paste-pot insults!" Trapster demanded, but it did not go through with them.

"Enough!" Klaw said, aiming his arm machine at the Spiders. "I'm going to squash these Spiders myself!" he charged up his cannon and shot a sonic blast at them, but they dodged it in the nick of time.

"Whoa, Klaw!" Spidey shouted. "Looks like the Fantastic Four and the Black Panther made you a very angry supervillain recently." he taunted.

"Indeed they did." stated the villain made of living sound. "And now, I'll have to take every single bit of my frustration out on the two of you!" he aimed his arm again.

"Not if we have anything to say about it, Klaw!" Spidey said, as he charged at the villain. "I'll take you on!"

Widow got ready to plan the rest of the plan out. "Trapster's mine!" she said. "That creep is about to get what he deserves!" she pounded her fist into her palm, cracked her knuckles and got out her glowing batons.

"After that, we outwizard the Wizard." Spidey said, trying to make a joke that time, but Widow failed to see the humor of it. "Or something like that."

"Bah, I'd like to see you try!" Wizard countered as he levitated. Spider-Man lept over to Klaw, who kept shooting at him, but Spidey kept dodging Klaw's blasts.

"Alright, bugboy!" Klaw said, aiming at Spidey. "Let's see what you got!"

"Don't mind if I do." Spidey switched to his red and blue Spider Armor, and got noticed a sick on his back, he pulled it out, and it was revealed to be a sword. "Wow, this sword is amazing. Okay, here we go!" he ran towards Klaw yelling and swinging his sword at the villain made of living sound, but Klaw dodged his swings.

"Hold still so I can blast you, you Spider-Brat!" Klaw said, as he ran sideways. "It'll be a lot easier for me to get rid of you that way!"

"Not a fucking chance, Klaw!" Spider-Man countered, as he used his sword to block the sound waves coming from Klaw's arm. "I got better things to do than get vaporized tonight!"

"Horseshit webhead!" Trapster said, shooting at the web-spinning wonder. "Word on the street is that you and Black Widow are paired together as partners."

"Yeah, crime fighting partners to be exact!" Spider-Man said, as he jumped up into a tree. "Not to mention that her and I make a perfect team."

"Better you than Hawkeye." Widow said, winking at the wall-crawler.

"You mean the sexual tension between you two?" Klaw wondered.

Spidey got enraged as he fell out of the tree. "Must everything you morons talk about be sex?!" he complained. "Unbelievable!"

"Well, believe this!" Klaw said shooting at Spider-Man, and it worked, causing a whole bunch of apples to fall out of the tree. "Ha! How do you like them apples, huh?"

Spider-Man got up out of the pile, and got his sword out. "You just barked at the wrong tree pal! Big time!" Spider-Man shouted, as he lunged at the villain.

"Like I give a damn, Spider-Man! You're..." Klaw was cut off in mid-sentence as Spider-Man gave him a couple of blows to the face. "...despicable." he moaned in pain.

"Yeah, I get that a lot." Spidey stated. "Ask Jerk Jonah Jameson about me some more."

Trapster was trying to land a blow on Black Widow, but she kept avoiding his shots. "Keep it up, Black Widow!" Trapster said, daring the Russian super spy to bash him up. "I'll get my hands on you one way or another."

"Don't bet on it, Paste-Pot Pete." Widow taunted the villain, and made him angry.

"That's it! That's the last straw! You called me that for the last time and you're gonna get it!" Trapster ran at her, and the he began groping her in the chest. "Ha! I got ya now!" he laughed with vulgarity.

Black Widow had an angry stare in her eyes, and looked surprised. "You touched my boobs?!" she yelled, and slapped Trapster in the face. "Bad mistake on you're part!" she then hit him in the breathing part of his face, causing it to bleed.

"OW! My nose!" Trapster complained. "You broke my nose, you little bitch!" she then kicked him in the ribs.

"Then superglue it back straight." Widow said, but then she realized something. "Wait. Did I just make a joke?"

Spider-Man landed near her, "In an uncharacteristic way, yeah." he said. "I take it that it's tough taking on the bad guys when they're tempted by your triple C Cup assets that is probably the same size as the double D cups?" he asked, trying to tread lightly.

Widow looked down at her breasts, nodded and the pointed out something "Speaking of my assets, why don't you try having my chest on you for size and know what it's really like?" she asked dryly.

"I'll pass." Spider-Man rejecting that offer. "I just learned my lesson about that three times in a row and I'm not going through that again."

"Good boy." Natasha said, as she patted him on the head. She never called him a good boy before, but she took the time to find it.

"Okay, that tears..."Trapster tried to get up, but instead he got electrocuted by Black Widow's batons before she knocked him out with a spinning back kick to the face.

"Kiss my ass, Paste-Pot!" she insulted Trapster again, and then felt something on her rear. "And, speaking of which, did you just tap my ass Spider-Man?" she asked her boyfriend.

"Me? Not really. I-Wait a sec." Spider-Man replied, as he saw Widow being lifted off the ground and the cause of it. "You got an Anti-Gravity disc on that good-looking rear end of yours!" he exclaimed. And then he saw Wizard levitating in front of him.

"Outwizard the Wizard, eh?" Wizard thought. "Ha! I find that utterly, preposterously ridiculous!" he said as he spun Widow in a circle, and moved her from side to side. "Take a look at what I'm doing to that "Girlfriend" of yours!"

Black Widow struggled to get free, but to no avail. "Oh, great!" she complained. "I'm floating in anti-gravity! I can't move!"

"Hang in there, Widow!" Spider-Man said, as he raced over to her. "I'll get you down as soon as I..." Spidey was cut off in mid-speech when the Wizard had stuck an Anti-Gravity disc to his back. "Oh, scrap." he complained.

Wizard chuckled in an evil manner. "Sorry to disappoint you Spider-Man but the Wizard is one step ahead of you because I am smarter than you!" he taunted at the web-head, making him angry.

"Oh, yeah?" Spider-Man said. "Well, get a load of this!" the web-slinger then did a flying side kick to Wizard's head. "Cool, huh? This Spider Armor I have is also capable of countering your Anti-Gravity discs. Can't play that on your CD player, can ya!" he joked.

Wizard got up, "Very clever, Spider-Man, but not clever enough!" he said.

"You're right." Spidey said, laying a plan he set into motion. "Widow, now!"

"What!?" Wizard shouted before getting electrocuted by Widow's batons, shorting out his Anti-Gravity discs and fell to the ground.

Widow fell until Spidey caught her and he held her in his arms. "Nat, are you alright?" he asked.

"I will be when I give him the bitter taste of defeat." Nat replied.

"Alright then. Double whammy?" Spidey wondered.

"Double whammy!" Widow accepted, and the both gave him a punch to the head, and a kick to the back. Then the two spiders tied him and the rest of the Frightful Four members up in a webbing cocoon.

"What paired the two of you together in the first place?" Wizard asked. "That's what I'm curious about."

"It's simple, genius!" Spider-Man said, flicking him in the nose. "Teamwork and..." Spidey then noticed that Wizard was out cold. "Well, looks like we knocked him out, Nat."

Widow agreed to that, however she still wondered something as Spider-Man switched back to his main costume. "Teamwork and what?" she asked. "You didn't finish your sentence."

Spidey lifted up his mask to show his jaw, "Teamwork and..." Spidey kissed Widow on the lips, making her eyes get wide, and then she shut them. He broke from it. "Relationship goals."

"I see what you mean." Widow said, as the two of them cut them down from the tree. "Let's turn these guys in before I beat the crap out of the Trapster some more. That guy really gets on my nerves with his pervertedness." she looked rather mad.

"You look really upset, Nat." Spidey pointed out, denoting something was up. "When we get back, I'll give you a massage."

"Thank you, handsome." Natasha said, feeling a little relieved. "It's just that I wish a guy would walk a mile in my boots and know what it's like to be in a woman since there are some guys out there that want to touch what I've got." she pointed at her large bosom.

"Sorry to say that but as the old saying goes, "Be careful what you wish for because you just might get it." I'm just saying though." Spider-Man said to the super spy.

"I agree with you on that one, Spider-Man!" said a voice/ It was then that a man with a green face wearing a blue and gold costume and a cape appeared.. This was Mesmero, in the past, this villain forced Spider-Man to switch bodies with Wolverine and Hulk. When he switched with Wolverine, the two of them had to fight Sabertooth, and when he switched with Hulk, he made Hulk smarter than before. "That's why I'm back to get my revenge!"

"Mesmero!" Spidey said, with a furious look on his face under the mask.

"You know this guy?" Widow wondered.

"Yeah." Spider-Man said. "This is the mind manipulating mutant bastard who toyed with my brain and placed it in someone else's body, not once but twice!" he shook his fist.

"That's right!" Mesmero said, as he activated his hypnosis mutant power. "And now, it's your friend's turn!" he declared as Widow tried to filter it out, but failed.

"Black Widow! Black Widow, wake up!" Spidey shouted, and then snapped his fingers, but nothing was working. "Snap out of it! Snap...uh oh."

Her eyes were now suddenly white, and pupilless denoting that she was being controlled by Mesmero. "Now, my beautiful redheaded Russian slave, attack!"

"Yes, master." Widow said, in a monotone zombie-like voice.

"Oh, shit!" Spidey said, fearing for his life.

Widow was in a trance like state, and did not speak, but she attacked Spider-Man anyway. This was so overwhelming for the web-spinning wonder as he kept dodging her swings.

"Black Widow! Snap out of it!" Spider-Man demanded. "Don't let him control your mind! Fight it!"

Mesmero laughed evilly. "She can't hear you, Spider-Man!" he taunted. "She's under my power, but only for a few seconds before I do something that'll blow your mind to Mars and back!"

Spider-Man knew what he was talking about. "Forget it, you son of a bitch! Been there, done that!" he spat. "You did that to me the last two times, and I am NOT going back to that again!" he shouted as the hypnotized Black Widow did a handstand whirlwind kick. "OW! That's a good kick you got there, Widow. No wonder you've been working out to keep that sexy figure of your's." he flirted while he was being attacked. "I mean it, you're sexy enough to put all the adult film actresses to shame! I'd like to see you wearing yoga pants."

Spider-Man then got his bearings, lunged at Widow and brought her to the ground. "Ha! Pinned ya!" the hypnotized Black Widow then countered by sweeping him off and pinning him. "Whoa! Guess not!"

"Playtime's over!" Memsero said, as he went over to them. "You know what time it is, Spider-Man!"

Spidey had a look of fear in his eyes. "NO! Don't even think about it, Mesmero!" he begged, in a frightened way. "You did that to me the last two times!"

"Oh, but three time is about to be the charm." Mesmero used another dose of his powers. "And this time, the body you'll be in will be the opposite sex!" he laughed evilly.

"NOOOOOOOOOOOOO!" Spidey said, before he and the hypnotized Black Widow passed out.

"Ha ha ha ha!" Mesmero laughed. "Now, with them out of the way, I can contact the last person Doctor Octopus contacted before he was locked up." he turned his attention to a phone he had. He scrolled down the contacts list, and saw the name 'Quinton Beck' highlighted in blue.

Little did he know, Scarlet Spider was watching the whole battle, and he was angry by what happened. He decided to sneak Black Widow and Spider-Man back to the Parker household. "Damn that Mesmero!" he cursed. "I'll make him pay for doing all kinds of brain damage to my brother."

 **(Song Ends)**

* * *

At Mysterio's hideout, he, Harvey and Carnage were joined by Yelena Belova, who had returned on the scene to ask Mysterio for a favor.

"Ah, Yelena Belova." Mysterio said, greeting her by removing his helmet and kissing her hand. "Welcome to my humble abode."

"Oh, thank you, Quinton." Belova said back to the villain. "Vhat has happened while I've been avay?"

"Oh, not much." Carnage approached the blonde Russian. "Spider-Man nearly had his reputation in shatters due to Otto Octavius taking over his body."

"Humph. The foolish doctor." Yelena huffed. "I deduce zhat you are receiving a transmission."

On the monitor appeared a video of Mesmero. _"Is this thing on?"_ he asked.

"Yes, it's on." Mysterio confirmed. "This is Mysterio, along with Yelena Belova, Carnage and my assistant Harvey."

"Who are you?" Carnage asked.

 _"My name is Mesmero."_ he replied. _"I'm a hypnotist, and a mutant. Dr. Octavius recently broke me out of jail."_

"Really?" Harvey asked.

 _"Yes indeed, and I have made Spider-Man switch bodies with Natasha Romanoff."_

Yelena clenched her fist after hearing that name. "I hate zhat bitch!" she slammed her fist on a nearby table. "But, I can hardly imagine a stupid America boy in zhe body a beautiful voman." she took a sensual stance, which made Harvey tongue-tied.

"Wow, that was hot, Ms. Belova." Harvey said.

"Thank you, comrade Harvey." Yelena said, seductively. But then, she focused her attention back to Mesmero. "So, Mesmero. You have done zhis before?"

 _"Yes."_ Mesmero replied. _"I once switched Spider-Man with Wolverine and the Hulk."_

Mysterio and company were stunned by this sort of thing. "You switched Spider-Man with that mutant?! And the Hulk too?" asked Mysterio. "That's impressive." he stated.

 _"Thank you."_ Mesmero acknowledged. _"I also heard that Doctor Octopus is planning a hostile takeover of the S.H.I.E.L.D. Academy."_

"The Triskellion?" asked Carnage. "It's a shame I won't be able to join the party."

"But, I vill." Yelena stated.

"Good luck, Yelena." Harvey said to the Russian blonde.

"Thank you, Harvey." Yelena blew Harvey a kiss, and winked at him, making him blush.

* * *

At Phil Coulson's base, we see Kaitlyn Rogers beating down some L.M.D.'s with her newfound Spider strength. She flip kicked one of them into the air, body slammed another, and karate chopped the third one. Sparkplug, Coulson and Lance were impressed to see her making progress with her powers.

 **(Thunder In Your Heart by Stan Bush plays)**

"Blimey, she's good." Lance said. "She might be better than Black Widow."

"Doubtful." Coulson said.

Kaitlyn began to punch another wave of L.M.D.'s who turned themselves into clones of Ultron, Baron Mordo and Jack O'Lantern. "Okay, I'm digging this!" she was now very well-versed in how teenagers use popular vernacular's. "That was totally off-the-chain!" she said.

"Uh, I wouldn't say that, but good anyway." Sparkplug said.

Just then, Agents Melinda May, Quake and Mockingbird came in along with Mack, Fitz and Simmons, who were shocked to see the teenage girl bashing down the L.M.D.'s better than Agent May. "Who is that?" asked Quake.

"Oh, she's the new girl." Coulson replied.

"A newbie, huh?" Mack wondered. "What's her name?"

"Kaitlyn Rogers." Sparkplug stated. "She was a genetically engineered clone made by HYDRA, but we turned her to the side of good." he pulled up the file he found on her. "Her true name was Project: K563-Rogers since she was born. She ran away from HYDRA not long after, but someone placed her in the pod Spider-Man found."

"So, she looks like she's 17 years old, but she's really 77?" asked Jemma.

"Yep." Sparkplug stated. "There's more. She has been trying to find her birth mother, but we haven't told her anything solid yet."

"And there might be some possibility that she is Captain America's daughter." Lance added.

Mockingbird was dumbfounded. "What?!" she shouted. "Let me see that." she scrolled down the file, and found it. She did a S.H.I.E.L.D. DNA analysis, and it came out positive. "She really is Cap's daughter. But, I think I found out evidence involving her mother."

It was then that the clock stopped and Kaitlyn stood triumphant over the L.M.D.'s as they shut off. "How did I do that time?" she asked, tunring her head to Agent Coulson.

"You did very good, Kaitlyn." Coulson said. "I think you beat Agent May's record."

"I will get it back." Melinda said. "I'm Agent Melinda May, it's nice to meet you."

"Likewise." Kaitlyn said, shaking Agent May's hand.

"Daisy 'Skye' Johnson, but you can call me Quake." Quake introduced herself. "I'm an Inhuman hacker that can create earthquakes by sensing vibrations in the Earth's pattern."

"Alphonso Mackenzie, Mack is my nickname." Mack said, embracing the female Spider. "I'm the mechanic around here."

"Leo Fitz, I'm on tech support." Leo introduced himself.

"Jemma Simmons. I work with Leo."

Kaitlyn turned her attention over to Mockingbird, "Who are you?"

"Agent Barbara Morse, Bobbi is my nick name." Bobbi said, introducing herself to the super spider clone. "My codename is Mockingbird."

"Oh, she's my ex-wife." Lance said.

Kaitlyn was a little dumbfounded by this. "You guys used to be married?" she asked.

"Yep." Bobbi said. "By the way, I did an analysis on you, and it turns out...You really are the biological daughter of Steve Rogers/Captain America."

"I am?" Kaitlyn was amazed by the revelation. "And what about my mother?"

The Agents all looked at each other, and Coulson said what happened to her. "She died from cancer after World War II." This news shocked Kaitlyn to the core. "It is also revealed that HYDRA wanted to make new Super Soldier Serum through you."

"Let me guess, they tried to spread it across Europe, right?" Kaitlyn asked.

"Yes, luv." Lance said.

 **(A/N: I did not make that up. iPandaDrawer did in a bio she made on her character on Deviantart. Again, I'd like to thank iPandaDrawer for allowing me to use her character in this story. I owe you one.)**

"Plus, they gave you some of the abilities of another hero." Sparkplug said. "I have seen him in battle before."

"Really?" Kaitlyn asked. "Who is it?"

"His name is Peter Parker." Coulson revealed who Sparkplug was talking about. "He's been fighting crime in New York City...He calls himself Spider-Man."

Kaitlyn did not know that she was not the only spider-powered human in the world anymore. "And he's currently in a relationship with one of our best agents." Melinda said. "Natasha Romanoff, the deadly Black Widow."

Leo and Jemma showed Kaitlyn what happened two days ago while she was still perfecting her powers. "Not long ago, a mad scientist named Otto Octavius, better known as Doctor Octopus used a machine called an Octobot to get inside Spider-Man's head and take control of his body and call himself the Superior Spider-Man." Leo started off.

"But with the help of his allies, Agent Venom, Iron Spider, Squirrel Girl, Power Man, Nova, White Tiger, Scarlet Spider and Iron Fist they held him off while we sent Black Widow, Mockingbird, Lance, Quake, Mack, Agent May and a former Avenger named Ant-Man to stop Otto's scheme." Jemma concluded.

"That must've been awful for him." Kaitlyn said. "I hope I can help."

"I hope so too." Coulson said, as he brought a briefcase to her. "Open it up. It's my gift to you."

"Okay." Kaitlyn opened the case and inside was a black outfit with red gloves, boots mouth part of the mask, lenses on the mask and spider logo on her torso. And on the side of the outfit was a set of wrist devices that were loaded with web-fluid. "Is this...?" she asked.

"Yes, it's the costume you were wearing when you came out of the pod." Leo said, stating that he and Jemma had remodeled it especially for her. "Jemma and I some adjustments to it."

"I hope you like it." Jemma said, as Kaitlyn took it out and went to try it on. "We're also working some alter outfits for you."

"Thanks." Kaitlyn said, embracing the S.H.I.E.L.D. Tech wizards.

 **(Song Ends)**

* * *

The next morning, at the Parker Residence, Peter woke up in his Aunt May's bedroom with his head hurting when heard the sound of the alarm clock, he slammed it, causing it to stop the noise.

"Ow! My head." he winced. "I can't believe Mesmero did that." he then went to check on Natasha, "Nat, are you alright?"

"I don't think so." Natasha said. "I feel...topless. That's all." she described how she was feeling, even though her head hurt as well.

"So do I for some odd reason." Peter then got a look around. "Except that my head hurts and my chest is...oh no!" he said as he looked down at what he saw. He suddenly realized he had a female body dressed in a black nightgown.

"What's wrong, snookums?" Natasha asked.

"Something's not right, Nat." Peter said, feeling a little bit frantic. "I have a weird feeling that it's happening to me all over again. And this time it's with you."

"Oh God." she said. Peter and Natasha turned to each other and realized that they've both been switched into each other's bodies. After realizing this shocking development, they both screamed right at the top of their lungs. They also realized that is was not just their bodies that had switched, but their voices too.

"Oh shit!" Natasha cursed while she was in the boy's body. "Peter, what the hell happened?" she asked.

"Nat, I'm not gonna lie to you. We've switched bodies." Peter said, while he was in the woman's body. "I'm in your body and you're in mine."

"What?! But how?" Natasha asked again. "How did that happen?"

The spiders both began to put two and two together, and came to the conclusion as to whodunit. "Mesmero!" they said in unison.

"That bastard!" Peter cursed. "He used his powers to switch us." he felt damned for bodyswapping again, but felt different if it's a woman he switched with this time.

"What?!" Natasha clenched her now tighter fists. "When I get my hands on him, I'll make him rue the day he did this to me!"

Peter in Natasha's body had looked at the calendar and had a deadpanned look on his new feminine face. "That's the reason why I really hateed Friday on the 13th!" he complained, folding his arms as he huffed and puffed. "Weird and freaky stuff like this always happens to me on days like this one."

Now it was Black Widow's turn to complain. "Unbelievable!" she started out. "As if being turned into a werewolf and back wasn't bad enough, my boobs had gotten permanently bigger and now, a woman like me is trapped in the body of my teenage boyfriend!" she pounded the bed. "Oh, the humiliation! Can this get any worse?!"

Peter tried to get his adult girlfriend to calm down. "Okay, okay, Nat. We-We gotta calm down and stay focused." Natasha took a few deep breaths and did her best to calm down. "We gotta calm ourselves and think."

After Natasha stopped breathing and blowing, "You're right." Natasha agreed with Peter, but then felt some sort of pressure in her bowels. "Oh no. I gotta use the toilet!" she yelled as she ran for the bathroom.

 **(Stacy's Mom by Fountains Of Wayne plays)**

Peter tried to stop her. "Nat, wait!" he said. But it was unresponsive due to her going in and shutting the door. "It figures. Speaking of which..." he got up and went over to a mirror his Aunt had in her room. He went over to it, and looked at the reflection of Natasha's body which he was currently trapped in. "Wow, Nat looks good." he said. "She did say she worked out to stay in awesome shape. I mean look at this hot body, it's probably gonna end up being a perfect 10 on my list." he got a good look at his girlfriends abs, and he began rubbing them with such amazement. He knew that Natasha had a nice tight stomach, and a good-looking rear-end. "Even without makeup, she's still beautiful. It's a good thing she's my girlfriend."

In the bathroom, Natasha had a hard time trying to adjust to her new male body. She tried to aim her penis at the toilet, but was really embarrassed so much she kept missing the spot.

"Ah! I can't believe that I'm peeing with Peter's penis!" she complained again. "I can't aim at the damn toilet straight!"

Peter then began to admire the top of his girlfriends body. Her new rack was so exciting for him to feel with his hands and not his face. "Whoa! Those boobs of hers are so big...so round...so soft...and so squishy." he said in his thoughts as he took off Natasha's silky black nightgown and exposed new body's bosom. "Nice nipples you got there, babe." Peter was now feeling them and was starting to feel turned on by this sensation that was building up.

Natasha began to feel the same way toward's Peter's body which she was now trapped in. His member was really hard now. "Oh, my! Peter's member is so stiff, I-I-I'm suddenly turned on by the sight of it!" she began to rub it.

Peter could not stop touching his girlfriend's assets. "Oh, it feel's so good." he then decided to try and go for her...other area. "I think I'll...snap out of it, Parker!" he then slapped himself out of his daze and pulled the nightgown back on. "I know I'm in Natasha's body, but I need to focus on attempting to find Mesmero and get him to switch us back!"

In back in the bathroom, Natasha felt Peter's hard member, but then snapped out of it. "Ugh, I can't spend all day orgazing over Peter's hard penis!" she stated. "I gotta...gotta talk to Peter about this. Although, his penis really turned me on" she had a brainstorm.

Natasha came out of the bathroom, and Peter stood in front of her.

"Natasha..."

"Peter..." Natasha said back to her teen boyfriend. "We need to talk."

"You first." Peter allowed his girlfriend to go first.

"Okay, Petey, since Mesmero switched us, how long are we gonna stay like this?" Nat asked.

"Porbably till we find him, whoop his butt, get him to switch us back and turn him over to S.H.I.E.L.D. before he literally causes more brain damage with those powers of his." Peter replied.

Natasha thought about it, and then she agreed to it. "So it's decided then." she said. "We go after him and get him to revert us back to into our own bodies even if it takes all day."

The two spiders shook hands on it, and Peter felt some relief. "At least school's off for the weekend, which I'm glad because if you came to school in my place, I'll probably have to use that sexy substitute teacher disguise you used before and stick with you." Peter said.

"Yeah, you're right about that." Natasha stated. "But right now we need to suit up and get on with the chase."

"First things first, we'll need to train at Avengers Tower and learn how to adjust to each other's bodies and abilities since we've switched with one another in the first place." Peter confirmed what he had in mind.

"What makes you think so?"

"Well, let's just say that I found it out the hard way because of my experiences with Wolverine, Hulk and Loki." Peter pointed out to his girlfriend while he paced the floor. "The last three bodyswap whammy-jammy's I went through were brutal, so I'm not gonna let it happen the forth time."

"Can't argue with you on that one, Peter." Natasha agreed. "We can do that. No come on, we gotta bathe."

"Alright then, you first." Peter said, being the gentleman he was.

"No, you're coming with me this time." Natasha corrected.

"Wait." Peter said, halting it for a little bit. "You want me to bathe with you?" he wondered, and then he thought about it. "As in, you wash my back, I'll wash yours?" he asked.

"That sounds about right." Natasha folded her arms.

"I'm fine with that." Peter said, as he went into the bathroom with Natasha, they both went down to their birthday suits, turned the water on, and began to wash each other's bodies, and the two of them enjoyed it very much, and they even kissed in the shower. But then, Peter began to ask his girlfriend something. "Nat, babe, if we're to train and go after Mesmero, any chance that you would allow me to put your hair in a bun or a ponytail? I thought I would ask you that because I think your hair might get in my eyes."

"That might be a good idea, sweetie." Natasha answered his request. "Considering that you're not used to having longer hair on your head."

Peter began to flirt again. "Also, you have a bit of a Stacy's Mom kind of body. If you know what I mean." he said.

"I've heard the song before." Natasha said. "Stacy's Mom ain't got nothing on me." the two spiders laughed with mirth before they resumed kissing.

"You got me on that one, gorgeous." Peter said, as he allowed her to feel her own body that he was trapped in. "Oh, that feels good."

"Sure does, baby." Natsah said, as she felt as though a certain part of her's got stiff. "Whoops, guess I should've told you, I felt your manhood earlier."

Peter had a stunned look on his face. "What?!" he shouted with fright. "You didn't...You know?"

"Oh, of course not." Natasha replied. "I wouldn't dare. Yet."

"Phew, thank goodness." Peter said. "Looks like I freaked out about that for nothing."

"You bet your life, you handsome devil you." Nat cooed at him, as she got the shampoo out.

 **(Song Ends)**

* * *

However, back in Central Park, we see Harry Osborn hanging out with Billy Connors, Mary Jane Watson, a kid who looked like he was an inner city boy and a woman that appeared to be his mother. These two were Miles Morales/Kid Arachnid and his mother Rio Morales. Miles was the Spider-Man from another reality in which the Peter Parker of that very universe died.

"Whoa, that must have been one heck of an adventure, Miles." Harry said.

"It sure was." Miles replied. "And not only that, but the Spider-Woman of our reality goes by the name Gwen Stacy, who's father is the captain of the NYPD."

Mary Jane was astounded by how Gwen operated. "It's amazing that she made Tech-based Spider Powers." she said. "So, how did she know the Peter Parker of your reality?"

"Well, they dated before." Rio stated.

Mary Jane and Harry were dumbfounded. "Really?!" the asked in unison. Rio and Miles nodded.

"So, was there a version of me there?" MJ asked. "If so, what was she like?"

"Well, she was a blogger." Miles stated. "You and the Peter of my universe dated before, but you also had a break up because of his neurotic behavior."

MJ gasped at that. "Oh how awful." she said.

"And, that Wolf Spider creep, he must've been the worst Spider of them all." Billy said.

"Oh, he was." Rio stated.

"But, in the end, myself, Peter and Gwen were the ones who stopped him." Miles stated. "Though, we wouldn't have been able to repair the Siege Perilous with out the help of Madame Web, Doctor Strange, Blood Spider, Web-beard the Spider Pirate, Webslinger the Spider-Cowboy and Spider-Man Noir."

"I still can't believe that one of the Spiders saw me as a seductive vampire." MJ said, fantasizing about her looking like that.

"Well, I'm glad that the very crisis is over." Harry said. "Next time, if Gwen and her dad show up, I'd like to meet them."

"I'm sure you will, man." Miles shook Harry's hand. "But, I think you should get a new name. Cause, the Patrioteer sounds like attaching yourself to that Jeffery Mace guy."

"Oh, well, I guess I need a change." Harry stated.

"I've got something better for you, Harry." MJ came up with a brilliant idea. "How about, The America Son?"

Harry was astounded by that name. "That's a brilliant idea, MJ."

"I agree with this too." a male voice said, coming from behind them. It was a man with neatly groomed hair, in a red, white and blue armor suit in the style of Tony Stark's Iron Man armor. This was Harry's dad, Norman Osborn/Iron Patriot. He used to be the Green Goblin, but he can no longer go into Goblin-form thanks to a cure he was able to find, with the aid of Curt Connors.

"Oh, hiya Mr. Osborn." Billy said.

"Dad." Harry said, as he ran up and hugged his old man.

"Harry, I'm glad Peter made good on his promise to keep you alive." Norman said, as he told his son that knew about everything that happened up to this point. He was informed by Rio that her son was Kid Arachnid, and that Peter Parker was Spider-Man. He even knew about Mary Jane being Spider-Woman.

"Me too, dad." Harry said. "Oh, have you met Mary Jane?"

"Ah, hello there Miss Watson." Norman extended his hand, and Mary Jane shook it.

"Hello, Norman."

"So, tell me, Billy." Norman turned his attention to the Connors boy. "What happened to Peter a few days ago?"

"Well, that mean old Otto Octavius took control of Peter's body and called himself the 'Superior' Spider-Man." Billy told everyone what happened, and they were shocked. "He even scared people, did acts of vandalism and he had this guy named Cletus Kasady who is the new host of the Carnage Symbiote kill an innocent victim.

"But, I thought MJ had the only version of the Symbiote." Harry wondered.

"It turns, her's is a copy of the real one." Billy confessed. "The real Carnage Symbiote has a different origin."

"Well, I have full control of my Symbiote." MJ said. "And I used it to defeat a whole bunch of HYDRA Synthezoids to save Spidey."

"That's because your will overrides the Symbiote into a point where it is controlled by you." Billy replied. "Not the other way around. You see?"

"Yeah." MJ said, brushing Billy's hair. "Y'know, your pretty smart kiddo."

"Thanks." Billy felt his face burning. "But, hearing that from you kinda makes me blush."

"Aw, don't be embarrassed, Billy." Rio said as all of them laughed happily. It was then that they were approached by someone.

"What Rio said, Billy." a voice said, as it was revealed to be Scarlet Spider. "Don't be embarrassed."

"Who are you?" Harry asked.

"Scarlet Spider." he introduced himself to them all.

"Wait, you're the guy Peter told us about?" MJ asked. "You're a lot less, I dunno, DEAD than he described." she folded her arms.

"That's because the other one was my clone." Scarlet to them. "I won't reveal my face to you yet, but I will when the time is right."

"Okay." Harry said. "So, what bring s you here?"

"I need you to come to my loft. It's about Spider-Man, he's in a really bad fickle."

"What sort?" Norman asked.

"I'll explain later." Scarlet said, as Norman, Harry, Mary Jane, Billy, Miles and Rio followed him to his loft.

* * *

Peter and Natasha arrived Avengers Tower with Peter having Natasha's hair in a ponytail . Peter was amazed by the layout of the Gym that Iron Man had placed into it.

"Wow, I didn't know you and the other Avengers had a gym." he said, eyes widened with surprise. He then noticed a structure with 4 steel posts, with 3 sets of ropes surrounding it. All 3 sets were black and the pads on guarding the places where the hooks were at were all yellow. "Especially the wrestling ring."

"Well, this isn't the kind of wrestling you watch on TV, Peter ." Widow replied. "This is serious."

"Fair enough, Nat." Peter agreed. "I just hope that the yoga pants and the sports bra that you bought at the mall will give your body the comfort and support that it needs." He proceeded to the changing room, getting into some workout clothing Natasha bought before. He came out wearing a white and blue sports bra and a pair of black yoga pants. "And no offense, but even if your rear end is in perfect shape, it kinda looks big." he pointed out at the firm rear he had.

Natasha was a little bit offended. "Hey, it's my body that you're in, so be nice to it." she corrected, giving her boyfriend a gib slap on the back of the head.

"Sorry, babe."

Natasha got into the changing room, and got a tank-top and a pair of red shorts on. "Alright, now before we teach each other how to use each other's bodies and abilities, I say we stretch." Natasha pointed out.

"I can do that except I can't pull a Mr. Fantastic." Peter said, as he got ready to do so.

"First, we touch our toes." Widow said, as she bent down and touched her boyish toes. Peter tried to touch his new feminine feet, but was having trouble.

"Okay, this is getting complicated." Peter said. "Your boobs are making it difficult for me to touch your pretty toes."

Widow looked at him, "That's because you're not doing it right!" she stated.

"Sure, that's what they all say!" Peter then felt like he hit himself against something. "Ow, my face!" he said, as Widow went over to him.

"You mean, _my_ beautiful face!" she corrected. "Now get up!" she pulled him up, with Natasha's body's rear getting close to Peter's pelvis, making it rather rigid.

"Seriously, Widow! You pulled me till I got your rear end close to my member!" Peter said, complaining.

Natasha knew that Peter made a valid point on that one. "Oh, sorry." she said.

"That's okay. We got up on the wrong foot." Peter accepted Nat's apology. "Now let's try again."

"Alright." Widow agreed with that idea. "Let's try the splits."

Peter did just that, and he aced it. "Woo! Nothing to it!" he said, patting himself on the back. "I bet you did this when you did ballet!"

"Oh!" Natasha felt like she was in pain.

"What's wrong?"

"I feel like I broke something." she strained, as the way she did a split with a boy's body, it caused the private area to be in pain.

"Aw man!" Peter deadpanned. "I forgot, I haven't done any stretching in my superhero carreer, and this is the result!" he confessed to Natasha.

Nat got a little angry and she stood up in front of him. "Why the hell didn't you?" she said sternly denoting the fact that she was angry at her boyfriend. "And don't tell me that you were too busy doing teenage stuff like science, video games, text messaging, chore doing and anything else I can hardly think of!"

Peter felt disgruntled by the way she spoke to him. "Well, sorry for the inconvenience, Natasha!" he countered. "You have no idea what it's like to be a teenager like me!" he pointed out in the argument. "Well, guess what? You're officially walking a mile in the shoes of Peter Parker, alias the Ultimate Spider-Man!"

Natasha had read that there were several things he had gone through in his high school life, especially doing his homework, his chores and getting bullied on. "Really, Peter?" she asked. "You're just gonna rub it in my face like that? I don't think so, mister!" Peter tried to walk away, but she pulled him back. "You're in my body and you're about to get a crash course on being the Black Widow!" she shoved him to the ground and had him pinned. "Besides me being in your body..."

"Not only did I swap bodies with Wolverine, Loki and you..."

 **"I ALSO SWITCHED BODIES WITH THE HULK TOO!"** they shouted in unison, causing them both to stop talking and realized that having their mind's switched with the Hulk was something that they both had in common. "You did?" they asked each other.

Natasha explained her problem first. "Yeah, I did when the Mind Stone swapped me and the Avengers around by M.O.D.O.K. when he took over the S.H.I.E.L.D. Tri-carrier." she said, making Peter feel in awe.

"And it also happened to me when Mesmero brain-swapped me with the Hulk." Peter answered. He then came to a conclusion. "I think we're overreacting, babe."

Natasha had a light smile on her face. "You're right." she said. "We were overreacting over silly shit." they then kissed for a little bit. "So...resume training?"

"Yeah, resume training." Peter replied as they continued to train each other.

* * *

At Mysterio's hideout, he made contact with Red Skull and Mesmero.

"Ah, gentlemen, good to hear from you." Mysterio said. "So, what's the status?"

 _"Well, I have the Avengers under my control."_ Mesmero said. _"But, I'm now en route to Vista Verde, Nevada to hypnotize the Agents Of S.M.A.S.H. and after that, I'll have the teenage superheroes under my control when I return to the Triskellion."_

 _"I shall knock zhem out, so when zhey wake up, zhey shall be yours, Herr Mesmero."_ Red Skull said.

"Excellent, gents." Carnage said, as he went along with this. "In the meantime, I'll go contact our other partner, and see how he's holding up."

"And, if this fails, I always have a backup plan." Mysterio said, going over to a third monitor. "Scorpio, this is Mysterio calling Zodiac headquarters."

On the other screen appeared a man with a red, white and gold outfit that had a hood. His mask had squinted eyes, and behind him was a whole group of 11 villains that looked like specific beast from the Constellations. This was Scorpio, the leader of a group of villains known as the Zodiac. He was also Max Fury, Nick Fury's evil brother who grew jealous of Nick's success, and formed an alliance with the 11 villains surrounding him. These were Gemini, Sagittarius, Virgo, Leo, Aires, Aquarius, Cancer, Capricorn, Libra, Pisces and Taurus the bull.

 **(A/N: I'm using the outfit Scorpio had in the Ultimate Spider-Man season 1 episode "For Your Eye Only", while the other members all look like they did in Avengers: United They Stand.)**

 _"I read you, Mysterio."_ Scorpio said. _"What do you want?"_

"I just thought I'd let you know that Mesmero has succeeded in brainwashing the Avengers." Mysterio said, and Scorpio had his arms folded. "Plus, as a bonus, he pulled a bodyswap on Spider-Man and the deadly Black Widow."

 _"What?"_ asked Gemini.

 _"Mesmero caused them to switch bodies?"_ Scorpio asked. _"I have no idea why people are so obsessed with that fetish."_

"I'm not sure I do either, Scorpio." Mysterio replied. The villains all laughed with vigor, and slapped each other on the back.

"What shall I get you, Mr. Beck?" Harvey asked.

"My coffee." Mysterio said.

"One sugar or two?"

"Two." Mysterio answered, as Harvey went out of the room to get his boss's coffee.

"Coulson, Agent Andrews here." he said whispering into his communicator. "I just overheard a conversation involving the Zodiac."

"Okay, Andrews, keep your low profile until we are able to get into his security measures." Coulson said.

"Okay." Agent Andrews said, turning his communicator off.

* * *

Back at Avengers Tower, Black Widow and Spider-Man were still learning how to adjust to each other's powers and abilities. Peter had Widow's gauntlets around his wrists and Widow was wearing Spider-Man's web-shooters. In front of them was a wooden bar stool with a pile of empty soda cans on the seat. Each one of the cans had the picture of a different villain on them, including Titania, Absorbing Man, Zzzax, Mole Man, Ultron, Goblin and Electro.

 **(Blow Your Speakers by Big Time Rush plays)**

"Okay, now." Spidey said, while still in Widow's body. "A simple stool has 7 empty soda cans standing on top of it." he showed her as she geared up to use Spider-Man's webbing and Spidey got ready to use Widow's Stingers. "So we'll have to try to shoot down one by one with our prospective shooters. I'll try to shoot off your gauntlets while you shoot off my web-shooters since you're a trained sniper, Natasha." he planned out a strategy.

"Right." Nat said, accepting the offer. "You got the first one."

Peter felt a bit odd. "But I was about to that I'll let you have the first shot." he said. "I'm being a gentleman after all, babe."

"I know but we've been switched, you'll be the "lady" instead." Natasha tapped Peter in the booty, making him wide eyed. "Besides, I always wanted to do that."

"Hilarious." Peter said, dryly as he took his aim. But, he was sweating because, he was afraid he might miss. "Alright. I have to be steady. Steady. Steady. Steady. Steady. And..." Peter fired the Widow's Bite at the cans, but it missed and hit the wall instead. "Yikes! I missed! Nuts!" he said, feeling bothered.

Widow placed her hand's on her hips, "You're not doing it right, Pete." Natasha said, she then grabbed his arm. "Here, let me show you how it's done." she blasted at the can that had the picture of Ultron on it and it made a direct hit. Then, she aimed it at the cans with the pictures of Electro, Goblin, Zzzaxx, Mole Man, Absorbing Man and Titania, and they were also direct hits.

"Wow! That was amazing." Peter said, feeling amazed by her shots. "That really put me to shame."

"Sorry about that, sweetie pie." Natasha said, stroking his head. "Now let's pick these cans up so you can try it again."

Peter felt a little nervous. "Are you sure you about me trying to fire the Widow's Bite at those cans again?" he asked.

"Of course I am. If you can shoot your web-shooters, you can shoot from my gauntlets as well." Widow said, wrapping a towel around her neck and the both of them placed the cans back onto the bar stool before going back to their firing positions. "Now, stay focused. Concentrate on your target." she said, as Peter closed his eyes, trying to erase any hesitation in his mind. "And...now!"

Peter shot all the cans, and not a single shot missed. He was amazed at how well he did that. "Hey, I did it!" he said, cheering as he jumped into the air. "YES!"

"Told you so." Natasha said, as she patted his shoulder. "Now remember, the Widow's Bite is only used to electrocute the enemy until the enemy loses consciousness." she told Peter how her Widow's Bite worked. "Tony Stark upgraded my gauntlets before Ultron resurfaced after surviving being destroyed by the sun when me and the other Avengers put our petty differences aside and reunited as a team."

"I see." Peter said, as he heard about that whole thing. "It's a good thing Captain America and Iron Man made up and reconciled as best friends."

"Tell me about it." Widow told her boyfriend to go on. "Their animosity toward each other over Tony's leadership and the fact that he kept the secret of trying save his robot friend Arsenal was so out of control, their feud nearly tore the Avengers apart."

It was true, Iron Man did keep everyone in the dark about rebuilding Arsenal, a robot that his father Howard Stark built to be like a best friend to him when Howard was not around to be with Tony. After Arsenal touched the Infinity Gauntlet, Ultron rose up and took him over completely. Cap was outraged about and left Iron Man's side, causing him to go to S.H.I.E.L.D. and he knew that Iron Man went too far in keeping a secret from them. Iron Man then called Spider-Man to take Cap's place, much to Hawkeye's dismay.

 **(A/N: I'm not making that up. It happened in the Avengers Assemble episodes "A Crack In The System" and "Avengers Disassembled".)**

"No kidding." Peter agreed on his part. "I saw that myself on the day Tony called me after Cap quit. But deep down, I felt angry at both of them." Natasha did not know this.

"Why? It wasn't your fault."

"I know that in my head, but not my heart." Peter then wondered something that was on his mind since that very day. "What was your reaction about Cap quitting the Avengers?"

Peter never asked that to Natasha before, so now was good a time as any. "I was extremely worried about him while we were focused on learning what Ultron was up to." Nat said.

"Yeah, I bet you were worried." Peter said, doing his best not to be sarcastic. "That Ultron guy is dangerous enough to give Doc Ock, Red Skull and Green Goblin a run for their money."

"Unfortunately, yes." Natasha agreed with that statement. "Now let's keep training." she said getting back to what they were doing before. "Since Scarlet Spider has the Way of the Spider fighting style he learned from Shang-Chi, we'll use each other's fighting style's to make our own version of it."

Peter smiled at that comment. "Sounds good to me." he said. "But first, try crawling on that wall." he suggested.

"Okay. I've never done it before but here it goes." Natasha then started climbing up the wall, and was astounded by the way she stuck to it.

"So, what do you think?"

"Amazing!" she exclaimed. "That's better than back flipping in Hulk's body."

"No doubt about that." Peter said. "Now come down so we can..." he was about to finish his sentence but Natasha cut him off by back flipping from the wall to the floor, causing him to fall on his back. "Whoa! How'd you do that?"

Natasha giggled, "I'm a fast learner."

Peter had a sly look on his face. "Oh, yeah? Let's see how fast you can learn when I do this? C'mere!" he then began to tickle her at the feet, whihc made her laugh uncontrollably. She was laughing so hard, her eyes began to water.

"No, Peter! EEK! Stop it! You're tickling me!" Natasha could not contain her laughter, but then Peter stopped and brought her to the ground. "HOO!"

"Okay, instead of that, how about I do this instead?" Peter kissed Natasha on the lips, and the two of them were enjoying every bit of it.

 **(Song Ends)**

* * *

As the two spiders were kissing, we see a young man with brown skin and short black hair and brown eyes, wearing a red and whit outfit with a beak logo on his forehead. Under his arms was a pair of wings. This was Samuel Thomas Wilson III, also known as the Falcon. He was a college student who was striving to get his degree in architecture, and his mom Darleen Wilson always made cookies for the Avengers, Widow liked oatmeal though. He had just returned from his class, and was looking for the others.

 **(A/N: I'm using the outfit Falcon had in Avengers Assemble season 1. Even if it got wrecked.)**

"Hey guys! I'm back from my...whoa!" Flacon said, as he walked in and saw the two spiders kissing nonstop. "Is that what I think it is, or am I seeing things? Spider-Man and Black Widow makin' out?" he asked himself, even if the spiders could not hear him. "Looks like I'm gonna get to the bottom of this." Flacon walked over to the two kissing spider who are currently making out before he cleared his throat to get their attention.

Spidey turned his head over to where the noise came from. Widow was a little bit confused by the interruption, and wonder what her boyfriend was looking at. "What is it now? Are you trying to...Falcon?" she gasped in shock, as her and Peter stopped kissing and got to their feet.

"Whoa! Dude, it's not what you think it is!" Peter did his best to try and explain what was going on. "And first off, let us explain about everything!"

Falcon was befuddled by the way the spoke. "Judging by what I'm seeing right now, you two seem to be acting really and looking a lot weirder today." he said. "What's goin' on between you two?" he asked.

The two spiders began to tell him what happened to them. "Well, what happened to us..." Spidey started off.

"...today is that..." Widow and Spidey looked at each other and said it in unison.

"We've switch bodies!"

Falcon was bug-eyed with shock. He did not expect it to happen again, he went through it before. "Switched bodies?" the spiders nodded. "But how?" he asked, but then he tried to put two and two together. "Wait, don't tell me. Let me guess, did you two get accidentally zapped by one of the Infinity Stones again?"

"No way." Spidey answered. "Mesmero did this. He did that to me three times in a row!" he complained. "The first time, he switched me with Wolverine! Second time, it was Hulk! And now, it's with Black Widow!" he got really steamed about what just happened to him.

"Whoa, simmer down." Falcon said.

"Sorry, Falc." Peter stated to the flyer of the Avengers. "I'm also steamed because it wasn't just our bodies that got switched, but our voices too."

Widow continued with the explanation. "We were just training to control each others powers and abilities so we can find that jerk, kick his ass, get him to switch us back and sen him back to the Raft."

Falcon was convinced. "I see." he said, then he noticed Widow's new assets. "No offense, Natasha. But, before you switched with Spider-Man, how did your boobs get bigger and perkier?" he wondered, causing Widow (in Spidey's body) to facepalm. "What size are you, double D's?"

"More like triple C cups, to be honest." Widow replied. She then told him how it happened. "They got bigger due to the side effects of being changed into a werewolf by Nightshade's neo-genetic serum."

Spidey shivered, as a chil went up his new feminine spine. "Yeah, being turned into a werewolf is the worst thing that ever happened to me!" he complained again. "We ended up getting fleas and having that disgusting dog breath that took us hours of brushing our teeth and using mouth wash!"

"Whoa, that must've been some brutal shit man." Falcon said, feeling for the wall-crawler like he were family to him.

"Yeah, no kidding."

Falcon refocused his attention to why they were doing what they when he walked in. "But right now, I'm more curious about one thing." he started off. "What's going on between you two?" he asked. "With all this flirting around? Captain America and Hulk had a discussion with rest of the Avengers and Hawkeye was hoping that it wasn't true. Because, he'll go crazy if it is."

Spidey and Widow tried to deny it, to keep their secret protected at all costs. "I don't know what you're talking about." Spider-Man said.

"Me neither." Widow added.

But Falcon would not give up trying to find the answer. "Aw c'mon, don't do me like that." he complained in a comedic manner. "Just tell me the truth. What's going on between you two?"

Spidey and Widow finally caved in, as they knew it wouldn't last for very long. "Okay, okay, you win!" Spider-Man said, in a defeated way. "We'll tell you!"

"The truth is that..." Widow started off, and then...

"We fell in love!" they said in unison.

Falcon was surprised, and could not believe it. "What?!" he wondered.

"Yeah, we fell in love with one another after 5 missions together." Spidey stated.

"We had an attraction for one another after we took down Deadpool." Widow added. "We tried to take it slow but we couldn't stop the attraction between us. So we fell in love and decided to start a relationship as boyfriend and girlfriend."

Falcon now felt flabbergasted by the whole thing. "Are you sure about that, Natasha?" Falcon asked. "He's just a teenager and you're a young adult."

Natasha got a little mad. "So what?" she shot back. "That didn't stop us from being all romantic to one another."

Spidey stood abrupt. "Yeah, even though we haven't had sex yet, we already developed a form of sexual chemistry between us." he stated to the winged hero, and the mechanized bird on his shoulder. This was Redwing, Falcon's techno-bird.

"You guys didn't do it yet?" Falcon asked, as the Spiders shook their heads. "But does' Nick Fury know about this yet?"

"No." Spidey replied. "We're keeping it a secret from him and everyone else until they're ready to know the truth about us being in love."

Widow also put in the only ones that knew about it. "The people who know about this so far are you, Scarlet Spider, Wolverine, Iceman and Firestar of the X-Men, the Guardians Of The Galaxy, Silver Surfer, Nova of the Web-Warriors, the Howling Commandos, Hulk and Captain America."

Spidey then had that same sad look he had a few nights before. "And unfortunately, Doctor Octopus." he said. "That creep found out about our relationship when he got inside my brain with a new form of Octobot and took over my body two days ago."

Falcon did not notice that before and now he felt sorry for the web-slinger. "Damn. That's gotta be fucked up to let a villain like Doc Ock literally getting inside your own head." he said, putting his hand Spidey's shoulder.

"Yeah, it really is." Peter said, with his head down.

It was then that the alarm went off in the tower, denoting that trouble was happening.

"Uh oh! It sounds like trouble!" Widow said.

"Let's go to the briefing room." Falcon said. "F.R.I.D.A.Y. will inform us about the situation."

Spider-Man did not know who it was. "F.R.I.D.A.Y.? What happened to JARVIS?" he asked.

"It's a long story, darling." Widow said to her boyfriend. "Tony will tell you about it when the time is right." she had a solemn look in her, denoting that something happened to JARVIS. "Right now, we're needed."

Peter acknowledged it, "Right but first, we gotta change into our costumes." he stated to the Russian redhead. "Besides, I didn't get put into your body to it being all perky y'know?"

"Stop talking and get a move on!" Widow ordered.

"Okay, okay, sheesh!" Peter raced back over to the changing room, and got into Black Widow's outfit, albeit with the cleavage showing, but Widow was not complaining when she saw it. Now it was Widow's turn to get into Spider-Man's costume, only she switched it to the black and neon-green one. As the two raced over to the briefing room, they both admired seeing each other in their own outfits. "Widow, you make the black outfit Fitz and Simmons gave me look good."

"Thanks, handsome." Widow said. "And my outfit definitely looks stunning on you."

The three heroes stopped at the briefing room, where F.R.I.D.A.Y. gave them all the update. "F.R.I.D.A.Y. what do we got?" Falcon asked.

 _"There's an incident in Times Square involving the Agents Of S.M.A.S.H. but there is no sign of Hulk and/or She-Hulk."_ F.R.I.D.A.Y. said.

Falcon saw the whole thing happening on the monitor. "Looks like Red Hulk, A-Bomb and Skaar are smashin' up the place and have gone out of control." Falcon said in surprise.

"Wait a minute." Spider-Man said, as he looked over the footage. "Zoom in so we can get a closer look at them." F.R.I.D.A.Y. zoomed in on their faces. "They're all pupilless. Only glowing white eyes." he was right their eyes were indeed glowing white.

Widow put it all together, "Mesmero must've gotten to them!" she said. "Why and what is he up to?"

"I don't know, but we gotta find some kind of way to stop them before they smash up everything! Including Madison Square Garden!" Spider-Man said.

 _"Perhaps I can be of some assistance."_ F.R.I.D.A.Y. said.

"Wait. What?" Spider-Man asked.

"What is it, F.R.I.D.A.Y.?" Widow asked, as a few doors opened in and inside were three giant robotic armor suits in the styles of Spidey, Widow and Falcon.

 _"Tony Stark built the Hulkbuster armor suits and kept them after repairing them after the incident involving Red Hulk."_ F.R.I.D.A.Y. stated, as the big armor suits all turned around and it showed one that looked like Spider-Man himself and two others that looked like Widow and Falcon.

"Hulkbusters?" Spider-Man, Falcon and Widow all said in unison.

 _"Yes, presented to you."_ F.R.I.D.A.Y. acknowledged.

"Whoa! That's awesome!" Spider-Man said, as he felt excited.

"Damn straight!" Widow said. "I can't wait to ride in that thing again!"

Spidey got a good look at the one with his old color scheme. "I'm surprised the Hulkbuster look like us. Eve the huge helmet looks a lot like my mask." he said, admiring the design. "Nat, as much as I'm excited to ride inside the Hulkbuster, I'm really uneasy about using it since we're in each others bodies."

"Me too, Spidey." Widow admitted.

Falcon got into his Hulkbuster, "C'mon guys!" he said. "We've got Hulks to stop and a city to save!" the armor closed up with him inside as it activated. "I know this feels awkward because of the switch but we got a job to do! So let's move!" he said.

"Right!" Spidey and Widow said in unison, getting into each others Hulkbuster units. Spidey (in Widow's body) got into the Spider-Man Hulkbuster, while Widow (in Spider-Man's body) got into the Black Widow Hulkbuster, but F.R.I.D.A.Y. then felt like she made a logic error.

"Forgive my calculations." F.R.I.D.A.Y. said, correcting herself. "The Agents Of S.M.A.S.H. are in Brooklyn instead of Times Square."

The three heroes were shocked to see that, mostly Falcon. "Damn! Cap is really not gonna like this!" Falcon said as he fired the thrusters on his unit. "Spider-Man, Black Widow follow me! We're going to Brooklyn instead!"

The two spiders blasted off into the sky with Falcon.

* * *

In Brooklyn we see three multi colored giants attacking, one was red with a tank-top, army pants and guns on his back. This was General Thaddeus 'Thunderbolt' Ross/Red Hulk, and with him was a blue metallic giant with golden eyes and turned himself into a ball. This was Rick Jones/A-Bomb. He used to be the Hulk's teenage sidekick, but he started a webcast that featured him, Hulk, She-Hulk, Red Hulk and the forest green giant welding a sword. This was Skaar, he was a warrior from a planet of the same name. They wasted no time in destroying some of the spot where Captain America got bullied on before he got the Super Soldier Serum in his blood.

 **(Never Gonna Stop by Rob Zombie plays)**

 _"This is J. Jonah Jameson reporting live from Daily Bugle Commincations."_ JJ said, as he did his report on what was going on. " _Well, it looks like the Hulks are at it again! Smashing up everything and everyone in sight as usual! This is without a doubt the worst thing that's happened today since the destruction caused by that masked menace Spider-Man two days ago! And the Hulks are upping the ante! But only 10 times worse!"_ he showed the images on the news, as the Spiders and Falcon zoomed over to Brooklyn in their Hulkbuster armor suits.

"Woo Hoo! That was epic!" Falcon said, as he enjoyed himself doing all sorts of air moves with his, as did Black Widow right before they landed in Brooklyn. "Tony outdid himself as usual with the Hulkbusters!"

"Easy for you to say. Although, I got the hang of it since the last time." Widow said.

Spidey was having trouble with his Hulkbuster armor. He was not used to control this suit, but he was used to handling the Iron Spider armor when he was given int from Tony Stark himself to battle Arthur Parks/The Living Laser. After that, he gave the Iron Spider suit to Amadeus Cho, the current wearer of the suit. "Whoa, whoa!" he said, having a difficult time controlling the bulky suit. He then bumped into Widow's Hulkbuster as he landed to the ground. "Sorry Nat! I just overdid the thrusters on this baby. This is my first time using the Hulkbuster that looks like me." he said to his Russian girlfriend.

"May I remind you that you're in my body, Spider-Man?" Widow said, she pointed at him. "I wouldn't mind you touching my breasts and my ass, but don't crash it into a million pieces!"

"Sorry Widow!" Spidey said.

Falcon then noticed that the brainwashed Hulks were armed and ready for combat. "Oh, boy! Guys, look!" Falcon said, averting their eyes over to them. "They're on to us!"

"Now what?" Widow said, as her and Spidey turned around and saw the Hulks coming at them.

Spidey then thought of something. "I got Red Hulk! Widow, A-Bomb is yours! Falcon, watch out for Skaar!" he planned out, like he was taking the lead. "We'll have to knock some sense back into the Agents Of S.M.A.S.H.!" He placed a mechanized fist into the metal palm of the Hulkbuster armor, getting ready to fight.

"Right!" Widow and Falcon said, in unison as the brainwashed Red Hulk, A-Bomb and Skaar charged towards them.

"Avengers Assemble!" Spidey said, shouting the battle cry the Avengers use when they are mission ready. "Ha! I always wanted to say that."

"Really, webhead?" Falcon said, as if he were complaining.

"What? I'm just a reserve member of the Avengers, aren't I?" he asked.

Widow suddenly felt reminded of that. "Yeah, thanks for the reminder." she said.

The two sides clashed astoundingly

"C'mon, tomato face!" Spidey insulted the Red giant. "Let's see what you got!"

Spidey got into a wrestling styled collar-elbow tie-up, and then scooped him up and slammed him to the ground. In his thoughts, "Y'know, I used to wear the Iron Spider armor until I passed it over to Amadeus Cho because he was better with the armor than I was." he then saw that Red Hulk got back up. "Now to see what the Hulkbuster can do with me at the driver seat."

He then did his usual thing that he would normally do with his webshooters, and out came a set of machine guns that began to blast Red Hulk with a very strong webbing that froze solid. "Cool! Machinegun web shooters!" he cheered for a little victory he had. "And the webbing is strong! Now to give him the beatdown!" he ran over to him and began to punch and kick him in so many places.

Widow was struggling to keep A-Bomb at bay, but he kept trying to pound her. "A-Bomb, I know this'll be difficult for us to fight against each other but I'm doing this for your own good!" Widow said. "And quite frankly, I don't have a problem in doing this!" she then used a giant metal staff she generated electricity through it.

Falcon was doing good at taking Skaar down. "Now I wonder what kind of weapons this baby has." he said, as he shot a missile from his wings which made him astounded. "Missiles from my wings? Hell yeah! That's what I'm talking about!" he cheered, as Skaar got his sword out. "Aw man! Where are the rest of the Avengers when you need them?" he asked himself. Skaar ran towards him, "Oh, let me guess. You're gonna slash me into pieces with that sword of yours, right?" Skaar ran at him and then jumped into the air, sword behind him getting read for his Skaar Slash as he called it. "Oh, shit! I had to open my big ass mouth!"

Spider-Man kept going at Red Hulk no matter what, and he was getting really good at it. "Man, even with the Hulkbuster, we're kinda evenly matched." Spidey said, trying to gain ground. "That's why I'm going to...what?" he then noticed that the armor was going through a problem of some sort, it was as if he could not budge it. "F.R.I.D.A.Y., what the hell is happening?! I can't drive this thing another inch!"

F.R.I.D.A.Y. gave him the update. _"There's a malfunction in the Hulkbuster armors."_

"Malfunction?! But how?" Spidey panicked as he asked that very question. "Oh, shit! I can't move!" Red Hulk got to clonk him in the head of the armor, and Spider-Man fell to the ground and the circuits were going bonkers to the bone. "Aah! The system's going crazy!" he said, getting into contact with the other three heroes. "Black Widow, Falcon, my Hulkbuster is losing control! I can't use it anymore!" he shouted.

He noticed that the same thing was happening to Widow and Falcon too. "Me neither!" Widow said. "I can't even wield it too!" she then got sent flying over to the ground, after A-Bomb threw her over his head.

"That makes three of us!" Falcon said, as he was knocked over by Skaar's kick. "We're now sitting ducks!"

"Yeah, right in the middles of duck season!" Spidey said, trying not to joke about the situation. "F.R.I.D.A.Y., can you reboot the Hulkbusters so we can end this fight before Brooklyn gets crumbled into a really massive pile of dust?"

"Yes, but it will take a minute to reboot them." the female A.I. stated as the brainwashed Agents Of S.M.A.S.H. gathered around them.

"Aw man! By the time the Hulkbusters are rebooted, we'll be smashed to pieces!" Spidey panicked.

"Spider-Man!" Widow shouted, fearing for her boyfriend's life.

"Guys!" Falcon said, worrying about both of them.

The brainwashed Agents Of S.M.A.S.H. got read to a triple whammy on Spidey and he felt like this was his last stand. "Oh, Uncle Ben, looks like I'm about to join you right now." he said, feeling like he was going to die.

* * *

But then, there was a really loud roaring sound coming in from the sky. Widow and Falcon recognized it.

"That loud roar. I think it means that..."

"Spider-Man! Black Widow! Looks like we're gonna have some gamma radiated backup!" he said, in excitement.

In the sky was a vehicle that the Agents Of S.M.A.S.H. use to get around to places. This was the Jump-Jet, which was placed on autopilot. Out of the jet came the Hulk and a woman was 6 feet, 5 inches tall, muscular and had green skin just like he did. She was wearing a cyan and white leotard white gloves and boots. This was Jennifer Walters, attorney at law, also known as She-Hulk, she was the Hulk's cousin. And sometime after she took a break from the courtroom, she decided to pursue a career as a movie actress.

"Time to smash!" said the green muscular giant as he got ready to fight.

"Yeah, what he said." added the jade giantess.

"It's Hulk and She-Hulk!" Spidey said, feeling ecstatic to see his two favorite Smashers. "It's about time you got here!"

"Likewise, web head." Hulk said, helping out his friend. "I see you guys are driving the Hulkbusters that have your likenesses."

"Yeah." Widow said. "Anyway, did F.R.I.D.A.Y. contact you two?" she asked.

"Nah, we found out that some creepazoid named Mesmero hypnotized these three Knuckleheads, made them attack us from behind and dinonapped our pet, Devil Dinosaur this morning." she pulled Black Widow's Hulkbuster up off the ground.

Falcon was a little bit surprised by what they just said. "Wait, you guys have dinosaur for a pet?" he asked.

"Yeah, Falc." She-Hulk said, confirming it. "A red Tyrannosaurus Rex from the Savage Land."

"Looks like we have another Mesmero related problem." Widow said, dusting off her Hulkbuster armor.

"Speaking of which, Jen." Spidey decided to bring up what happened. "Mesmero made me and Black Widow switch bodies last night!"

"WHAT?!" Hulk and She-Hulk asked in unison and confusion.

"Yep!" Spidey replied. "Mesmero pulled a Freaky Friday on us by putting my brain into Natasha's body and vice versa!" he then brought up the workout they did earlier. "We've trained each other on how to use each other's bodies, powers and abilities because of the bodyswap!" he then noticed that the other three Hulk's while still under Mesmero's influence got up ready for another attack. "We'll tell you the rest after we punch your fellow Hulks back to normal!" Spidey added.

"Good, because, Red's ass is mine!" Shulkie said, gearing up to fight Red Hulk.

"We'll hold them off while your Hulkbuster suits are rebooting!" Hulk said, also getting read to layeth the smack-a-down on them.

"Sure thing, guys." Spidey said, waiting for the machine to reboot. "I'll just lie down here and wait for the armor to reboot while I'm trapped inside looking really sexy in my girlfriend's bodacious body. I think."

Widow felt disgruntled. "I heard that." she said.

"Yikes! Sorry, Nat!" Spidey apologized.

"Apology accepted." Widow accepted her boyfriend's apology. "Oh, by the way, about you calling my body bodacious."

"Yeah?"

"I'll take that as a compliment." Widow felt a little witty. "You've got my boobs, but I got your abs and your manhood."

Spidey felt a little surprised by this sort of thing, "Okay, that's a little too much."

"Yeah, it is." Widow shot back, in a seductive manner.

Falcon decided to interrupt them. "Excuse me, but can you two get a room and talk dirty, later?" he asked. "Right now, we wait for the reboot."

"Right!" the swapped spiders said in unison.

Hulk and She-Hulk clashed with the brainwashed Hulks and revved up their fists.

"I know you guys are still in there!" Hulk said, getting ready to fight. "So, we'll knock you out and snap you out of it!"

"Here I come, Red! Ready or not!" She-Hulk said, as she scooped Red up, and slammed him down.

Hulk went after A-Bomb and Skaar. Skaar went for a flying forearm to Hulk's head, and it impacted, however Hulk shot back with a headbutt to Skaar. "Whoa! That's gotta hurt." he said. "Now, where was I? Oh, yeah!"

A-Bomb went into ball form and rolled right over the green hero. "Rick, is that you? Are you..." A-Bomb then gave Hulk an uppercut. "Guess not." he and A-Bomb kept pounding each other, and yet it was creating a seismic quake to the other three heroes.

"It sounds like the Earth is being shaken to it's very core!" Falcon said, feeling the seismic flow.

"Funny, it feels like it too!" Spidey said, as he felt the vibrations. "Now we got 25 seconds to go before the reboot is completed and the Hulkbusters will be back online."

Widow was starting to get really irritated, and began to complain. "Stuck inside a Hulkbuster armor suit while waiting to use it again after a reboot, being stuck in my boyfriends body and the Hulks are smashing each other in Brooklyn?" she said. "Un-God damn-believable!" she yelled.

Spidey felt concerned for Natasha. "Sounds like you desperately need a hug, Widow." he said.

"Not until today." Widow replied.

"Whoa." Falcon said. He was surprised to notice this change in a freelance super spy. "Usually you're all badass, calm, cool, collected and professional, but you're acting weird lately Black Widow." he pointed out to the female Avenger. "Did Spider-Man change you when you two got close?" he asked.

Spider-Man felt offended by that statement. "Hey, don't insult me bro." he warned. "I took that ''change'' part personally."

Widow rolled her eyes, and answered the question anyway. "No, Falcon. Like the old saying goes, Opposites Attract."

"I see." Falcon said.

She-Hulk got to fighting two of the brainwashed Hulk's while Hulk was still going at Skaar. Red got out his blasters and began to shoot at her. "Hey! That's cheating you jerk!" she ranted at Red. "Now you're gonna pay for..." she then found out that the blast ricocheted and hit Hulk. "Bruce!" she shouted.

A-Bomb then started grabbing She-Hulk by her breasts and boy was she enraged. "Really, A-Hole Bomb? You're groping my boobs like a blue faced gamma radiated pig?!" she then kicked A-Bomb in the place where the sun don't shine, and threw him across the way. Shen then stomped over to him with a look of anger and disdain on her face. She placed both her hands on her hips and said, "Next time, buster! Keep. Your. Damn. Hands. To. Your. Self!" as she kept beating him up in the face and all over his body.

Skaar then proceeded towards her, and began slicing up her outfit, minus her gloves and boots, until she was in a purple bra and panties. She quickly covered herself up, trying to avoid being humiliated. "Seriously, Shaggy?! You shredded my costume to pieces!" she complained. "Now I'm completely butt naked, embarrassed and humiliated! Thanks to Mesmero, my day sucked!" she then kicked a building, causing a brick to fall off the roof.

After one minute passed, Falcon, Spidey and Black Widow's Hulkbuster suits finally started to work again. "Alright! We rebooted in time!" Widow said. "Now let's give Hulk and She-Hulk a helping hand."

"Damn right we are!" Falcon said, getting ready to battle again.

"Let's go!" Spidey said, zooming past Skaar, pounding Red Hulk on the head. "Hey, Red! It's payback time!" he then decided to use a cross arm breaker, to stun him a little bit. "Hey, She-Hulk! Aren't you gonna join in?"

"Hello! I'm naked right now thanks to Skaar, standing here doing nothing but covering my entire body!" Shulkie complained.

"Oh, great!" he flopped roughly. "Now, I'll have to...wait!" Spidey went over to her, and then paced to think of something. "I got an idea."

She-Hulk raised her eyebrow wondering what it was. "What idea?" she asked.

"I'll use my webbing to cover you up so we can take down Red Hulk!" Spidey explained. He then used some webbing to cover her body. This time she was in a web-covered outfit that only showed her firm abs.

"Are you sure about this, Web-head?"

"I'm positive that it'll work." Spidey said, grabbing her hand and pulling her up. "And don't worry about me seeing your body, Shulkie." he reassured. "I won't get any bright ideas."

She-Hulk zoomed her face into his, even if it was covered by a helmet. "You'd better not! Otherwise I'll..." she then thought of what she'd do. "I'll give you a nice, warm hug when this is over."

Spidey blushed a little bit, but then put that fantasy out of his mind. "Sorry, I'm already taken." he confirmed.

"By the Black Widow?" Jen wondered, making Spidey wide-eyed about it.

"What?" Spidey asked, with shock. "Did Hulk already tell you about my relationship with her?"

"Yeah, he did." Jen replied. "But right now, let's take down Red!"

"Sounds good to me!" Spidey said, as he and She-Hulk went to give Red Hulk the beatdown of his life.

* * *

Widow got over to Hulk, who was down on his back when zapped him earlier. Falcon got ready to do battle with them, as did Widow.

"Hulk, are you up?" Widow asked.

Hulk got back on his feet. "Yeah, alive and smashing." he said.

"Good. Now give us a hand!" Widow requested. "We can still beat him." she pointed at the Hulk with the gladiator armor.

"Right!" Hulk said, planning things out. "Falcon, grab the sword and snatch it from Skaar!"

"Comin' right up!" Falcons aid, as he ran at Skaar, grabbed his sword as he jumped over him and kicked him in the back. "Now eat this!" Falcon said, punching Skaar in the jaw.

"My turn!" Hulk said, as he ran and grabbed Skaar, lifted him over his head as he jumped into the air, slammed him down, picked him up and threw him into the wall.

"Damn! That's some killer combos you got there Hulk." Falcon said.

"Yeah, I came up with that while I was in Vista Verde." Hulk said. "I tested it on Red and his two front teeth came flying out." the two laughed about it.

Widow kept dodging A-Bomb's attacks with some electric jolts, but even that could not penetrate his blue armor skin. She then kicked him in the side of the neck, chopped him in the arm. "Now to finish you off A-Bomb! And I know just how too." Widow said, as she grabbed A-Bomb, rolled him up into ball form and rolled him like a bowling ball toward Skaar. "Heads up boys!"

"Way ahead of you, Widow!" Hulk turned Skaar around, and the two collided into each other.

"Woo! Now that was a perfect strike!" Falcon said, as Widow bowed to them. The then fell unconscious. "And it's looks like Mesmero lost his hold on them."

"I hope so, because a brainwashed Hulk is a dangerous one." Widow said. "No offense, Hulk."

"None taken." Hulk said, relieving her of any trouble from him. "Two down, one more to go!"

Spider-Man and She-Hulk kept on going at Red, who was trying to blast them, but then his blasters ran out of energy. He put them on his back again and decided to fight hand to hand. "She-Hulk, double team maneuvers!" Spidey called.

"Works for me!" Shulkie responded, as the two of them punched him in the eyes. Spidey then chopped him on the shoulder traps, and then gave him the double ear clap.

"Superkick!" Spidey and Shulkie both did a superkick to his chin. "Punch him in the gut!" She-Hulk did just that, hitting him really hard. "And throw up!" Shulkie threw him up into the air really high.

"I hope you come up with something awesome to finish him off!" She-Hulk hoped.

"Yeah, you get to drop him on his head after I beat him down with my special move." Spidey whispered it into Shulkie's ear, and she had a surprised smile on her face.

"That I gotta see for myself!" Shulkie said, then looked up seeing Red Hulk getting ready to fall. "Anyway, here we go!"

"Now's my cue!" Spidey then decided to use the move he made at S.H.I.E.L.D. Academy. "MAXIMUM SPIDER!" he shouted, as he back flipped, kicked Red Hulk in the head, lands jumps into the air to punch him flips to the other side to kick him again, punches him in the knees and Red Hulk drops, until Spidye punched him in the ribs. "Now Shulkie!" he instructed.

(A/N: I saw Spider-Man use that move in Marvel Vs Capcom. It's a really good move if you are looking to defeat your opponent if you played the game. I haven't yet. I hope to get a copy of it for Christmas.)

"Alright Red, next stop for you, Suplex City!" Shulkie said, doing a belly to back suplex on the crimson raging beast knocking him out. "And the crowd goes wild!" she said, giving a high five to Spidey.

"Great combo, Spider-Man!" Hulk said, congratulating the webhead.

"Thanks, Hulk!" Spidey said, giving him the thumbs up. "Let's take 'em back to Avengers Tower and regroup while they're still unconscious." he ordered. "I have a feeling that Mesmero is planning something big besides the body swaps and brainwashing." The lot of them picked them up and flew off to Avengers Tower. Little did they know, a man with short groomed hair and a mask with goggles over the eyes was watching them. He also had a metal arm with a red star on the shoulder.

 **(Song Ends)**

* * *

Later, the bodyswapped Spiders, Falcon, Hulk and She-Hulk brought A-Bomb, Red Hulk and Skarr to the Avengers Tower. Spidey went over with Natasha to the room she had in the building, they decided to go in together after they got out of their Hulkbuster armor suits. Both of the Spiders ended up sweating as they entered the Black Widow's bedroom in Avengers Tower.

"Man, that was brutal." Spidey said, wiping the sweat off his forehead while he grabbed a towel. "Fighting bad guys with huge boobs on your chest can have an effect on in any sort of way."

"Now you know what it's like, Peter." Natasha said. "Being a woman is not as easy as it looks."

He then got a sneaky smile, "Actually, I sometimes thing outside the box, Natasha." he said, as he began to take off the sports bra, exposing the firm, soft bosom that was attached to him.

Natasha freaked out a little bit, "What are you doing?" she demanded to know.

"Taking off your sports bra." Peter replied, feeling a little nervous. "Like you said before, they need to breathe."

Natasha then flicked him in the forehead. "That's not what I meant, you goofball." she pouted, and stuck her lower lip up in anger, which Peter found attractive.

"Aw, Natty, you're still sexy when you pout." Peter said, and Natsha turned her head around feeling stunned by the comment. It actually made her blush.

"Are you flirting with me, with my own body?" she wondered, raising her eyebrow.

"Yeah, why do you ask?" Peter asked back to her. "You do that to me all the time. I thought I'd return the favor since I'm in your body."

Natasha then slapped him upside the face for the second time today, and had a dismissive look on her face as she pointed at his face "You listen here, young man!" she started off. "Nobody does the flirting but me! And if you're turning the tables on me like that, you've got another thing coming!" she stated a little too roughly. She then folded her arms, pouting again.

"Wow, sorry!" he said, feeling down.

Widow then grabbed his shoulders aggressively. "And shame on you, Peter Parker!" she had an angry look on her face, but then she got a seductive boyish smile. "For not doing this!" Natasha kissed Peter on the lips deeply, causing him to shut his eyes as they made out and went onto Natasha's bed. He also groped her in the butt, and she did the same thing to him.

Peter had a dumbfounded look on his face, but then he realized what she was doing. "Oh, I get it now. Kissing me while I was topless?" he asked.

"That, and groping each other in the ass." Widow replied to her boyfriend.

Just then, Peter brought up a different subject. "Speaking of which, you got a very awesome ass." he commented about her rear. "By looking at your body in the mirror earlier today, I can tell that you do squats. It's probably the same size as Thor's biceps."

Natasha smiled and blushed a very bright red. "I'm glad you liked it." she said, charmingly. "But sometimes I hated that my body always attracted assholes because of my looks."

"Aw, c'mon, Nat. You're more than beautiful on the outside, you're beautiful on the inside too." Peter said, surprising her. "You're also resourceful, smart, skilled and capable of anything besides being beautiful at all."

Natasha had a brightened smile on her face. "Yeah, well so are you, handsome." the two resumed kissing and turning over on her bed.

Falcon knocked on the door to Natasha's quarters. "Sorry for disturbing you two, but the other Hulks are waking up." he said, as they heard him.

"Coming Falcon!" Widow said in unison, as her and Spidey went over to get their outfits on.

"Oh, well, might as well put the sports bra back on." Spidey said, but Widow put her hand on his shoulder.

"Just leave it off." Natasha said, advising him not to. "You already got sweat on it so you might as well go braless this time."

Peter then was shocked by this saying. "Have you ever gone on a mission without your bra?"

"I have before."

"I see." Peter said. "That line's kinda cheesy and cliche every time I said that. Is it?" he said, placing eye shadow on his feminine face.

"Yeah, it is." Natasha said. "At least my booty is still intact." she then felt shocked to see Spidey making her body doll itself up. "And are you wearing my large hoop earrings and makeup?" she asked.

"Uh, busted?" Peter said in a nervous manner.

"Fine!" Widow said, feeling like there was no time for him to get rid of it. "Leave it as it is! Now let's go!" she said, getting Spider-Man's costume on, and switched it over to red and blue costume, and only showed the mouth.

"Yes, ma'am!" Peter said, saluting her as he got on Black Widow's outfit. But the one he chose was her S.H.I.E.L.D. Uniform.

In the living room of the tower, Hulk and She-Hulk (who was now dressed in a purple and white leotard, white gloves and purple boots) were looking over their fellow S.M.A.S. , A-Bomb opened up his eyes which were gold, Skaar opened his now pupilled eyes, they were green like Hulk and She-Hulk. Red Hulk was last to do so, his eyes were yellow, and all three of them woke up feeling a little pain in their heads.

 **(A/N: I'm using the outfit Shulkie had in the main Marvel continuity before. But, I'm also using the body she had in issue 8 of her 2004 comic book run.)**

"They're coming around." Hulk said, getting a good look at them. "I bet they're suffering a splitting headache from Mesmero's mind control."

"No kidding, big guy." A-Bomb said, waking up. "I could use an aspirin right now. And some grub too."

"Skaar not feel so good." Skaar said, rubbing his head

"Me neither! And I'm in a really, really bad mood!" Red Hulk said, in his usual grumpy toned voice. He then turned his attention over to the two other S.M.A.S. . "Alright, Greenie and Shulkie, would you two lunkheads explain to us what in the Sam Hill is going on here?!" he demanded.

"That's what I wanna know too." A-Bomb added, feeling the sharp pain in his head. "OW, my head hurts so bad, I can't even remember what happened or think straight."

"Skaar no remember too."

"Mesmero did this to you earlier." Hulk explained everything. "He made you attack us from behind while you were under his influence."

She-Hulk decided to continue. "And to make matters even worse than they already are, he kidnapped Devil Dinosaur when that happened!" she informed them.

A-Bomb gasped in horror. "D.D., no!" he said. "That's really fucked up that Mesmero kidnapped our pet dinosaur!"

"More like dinonapped to me." Skaar corrected.

"If Mesmero is plannin' to hypnotize Devil Dinosaur, I'll smash and kill him with my bare hands!" Red shouted with disdain.

"It's not that simple, Red." Spidey said. "He could be anywhere by now."

A-Bomb, Red and Skaar were a little bit weirded out by what they saw. Skaar snickered a little bit, Red laughed about it, as did A-Bomb before he said, "Whoa! Spidey, you and the Black Widow look extremely weird today. Spidey pulling up his mask to uncover his mouth and Black Widow with her hair in a ponytail wearing large hoop earrings and makeup. What happened to you guys?" he asked. But then he put two and two together. "Wait a minute, did Mesmero get to you guys too?"

"Yeah." Spidey said.

"He made us switch bodies." the spiders said in unison.

"WHAT?!" A-Bomb exclaimed.

"Yep, Mesmero did that to us." Spidey said. "Thanks to him, I'm in her body and she's in mine."

Widow added to it, "He did that to get revenge on Spidey for beating him several times."

"Actually, three times." the wall-climber corrected.

"Right." Widow said, standing corrected.

Hulk was a little stunned to hear that. "Mesmero? The same guy who pulled a brain swap with me and Spider-Man?" he asked.

"Yeah, I'm surprised that you remember the guy who toyed with your mind and...well you know the rest." Spidey stated.

"And he's also done the same thing to you but now only three times in a row." Widow pointed out to the web-head, wounding him emotionally. "Now we all know is that there's more to what he's up to and I have a weird feeling that he's not alone on this job."

Then the alarm went off out of nowhere. "Red alert, red alert!" F.R.I.D.A.Y. said. "Incoming transmission from the S.H.I.E.L.D. Triskellion!"

"More trouble?" Spidey asked, complaining about it. "I wonder what Fury wants this time."

The holo-screen showed a picture of Red Skull surrounded by the Avengers, who were all pupilless. They included Captain America along with a man in a red and gold armor suit, a man with long blond hair dressed in a Viking helmet with armor and a cap holding a hammer, a man with a black and purple outfit that had a quiver behind him. These three were Tony Stark/the Invincible Iron Man, Thor Odinson and Clinton Francis Barton/Hawkeye. And they were on a different part of the Triskellion. "Greetings everyone. I am Johann Schmidt, zhe Red Skull, leader of HYDRA." the lens moved out to show they were on the roof.

"Red Skull AND the Avengers? All on the same roof of the Triskellion?" Spidey asked with shock, as he also felt stumped.

Widow slammed her fist on the console. "What have you done to them, Red Skull?!" she demanded an answer from the tyrant. "And let me guess, you had the Avengers and everyone on the Triskellion brainwashed?"

"Yes, but I did so with zhe help of the villain who's responsible for zhe two of you being like zhis." he showed Mesmero with him in an unlikely alliance.

"Indeed, it was yours truly!" Mesmero said, boasting about himself.

"MESMERO!" the two spiders said in unison.

Red Hulk got angry towards Mesmero. "So you and HYDRA brainwashed the three of us and dinonapped our pet dinosaur!" he shouted.

"That's right you red skinned imbecile! All according to our plan!" said a voice which revealed a man with a black and orange outfit and a very big head. And with him was Yelena Belova and a monstrous man who had the same body mass as Hulk, only he had scales. These were Samuel Sterns/The Leader and Emil Blonski/Abomination. Hulk had been enemies with these guys for years and there was no doubt in his mind they wanted some payback. Doctor Octopus was their too, which made Spider-Man even more mad.

"Leader, Abomination!" Hulk said, feeling surprised and mad.

"Yelena Belova!" Widow said, bitterly.

"Dock Ock!" Spidey said, sourly. "You did say that you were taking over the Triskellion, didn't you?"

"Why yes indeed, Spider-Man. So let's just say that I told you so." Ock said, gloating in a dry manner. He then showed Nick Fury being held by restraints, and unconscious. "Not only have we proceeded a hostile takeover by holding Nick Fury hostage and brainwashing the Avengers, these teenage superheroes you call the Web-Warriors and one of S.H.I.E.L.D.'s top agents, with the help of Red Skull, and not that incompetent Arnim Zola, I reformed the Sinister 6 and transformed Curt Connors back into the Lizard!" he showed that the Web-Warriors were also pupilless, denoting that Mesmero got to them too, which made Spider-Man even more angry.

"Doc Connors!" he slammed his fist on the console in a fit of rage. "ALRIGHT THAT'S FUCKING IT! YOU'RE GONNA GET IT WHEN WE STOP YOU AND SAVE THE OTHERS!" he breathed in and out, trying to calm himself down.

"Ve're counting on it, Spider-Man. That is if you are vearing high heels, "Natasha!"" Yelena taunted, making both spiders angry again.

"Okay, now I'm taking that insult personally, YOU BITCH!" Spidey yelled.

"Me too!" Widow agreed with Spidey's yelling as she shut the screen off. "So Spidey, what's your plan?"

"We head to the Triskellion, kick some bad guy ass, save everyone and force Mesmero to switch us back to normal!" Spider-Man said, relaying his plan to the Agents Of S.M.A.S.H. and the other Avenger.

"And smash anyone who get's in our way!" Hulk said, punching his palm to crack his knuckles.

"Damn right!" Spidey said, feeling a different kind of fire in him.

"It's a good thing I'm bringin' the big guns!" Red Hulk said.

"Skaar ready to slash!" Skaar said, getting his sword out.

"Good!" Spidey said. "So let's go!"

"AVENGERS ASSEMBLE!" Spidey, Widow, Hulk, Falcon, A-Bomb, Skaar, Red Hulk and She-Hulk said in unison, as they all dashed to the Quinjet and bolted over to the Triskellion.

* * *

Elsewhere, Scarlet Spider showed MJ, Harry, Norman, Rio, Miles and Billy the loft he owned in the city. The lot of them saw Mesmero's threat on the TV, due to a way of connecting to S.H.I.E.L.D.'s wireless chat server.

"Now, you see why I brought you guys together." Scarlet said. "Spider-Man cannot handle this alone. If he does, he's dead."

MJ was horrified to notice this. "HYDRA and the villains, mainly Peter's arch enemies have taken over the Triskellion."

"That's about right, MJ." Harry said.

"Speaking of Peter, was he not aware that we found out about his relationship with Natasha Romanoff, the Black Widow?" Miles asked. "It's weird to see him date a woman who's in her late 20's and early 30's." the all looked at him with confusion, while his mother looked dismissive. "What? I'm just sayin'!"

"And they turned my dad into the Lizard again." Billy said, feeling sad. MJ Stroked his head.

"Well, Miles, no." Scarlet said. "He only trusted me, Iceman and Firestar of the X-Men with their secret, as well as Phillip Coulson's team, Ant-Man, Cap, Hulk and Wolverine."

The lot of them did not know that he allied himself with Mutants. Norman however felt intrigued. "Well, it's a good think you were able to keep tabs on the young man." Norman said. "I rather find the relationship between the two to be rather strange though."

Scarlet had his eyebrow raised under them mask, "And, Billy, don't worry. We're gonna save your dad." Scarlet reassured.

"Really?" Billy asked.

"Yes."

"Anyhow, we're just gonna finish the final touches of my American Son outfit." Harry said. "We'll be good to go when it's ready."

"Awesome work, Osborn." Scarlet Spider said. "MJ, get your Symbiote out. Miles, get into your costume." he ordered. "We're head over to the Triskellion, help out Spider-Man, Black Widow, Falcon, Hulk and the others in any way we can. And probably, just probably send Mesmero to a prison called...The Tomb."

They all did not hear of any thing like that before. "The Tomb?" MJ asked. "I never heard of a prison like that before."

"Me neither, Mary Jane." Rio said. "Even if we did, it's rare that a prison called The Tomb ever existed in the world."

"Judging by the sound of it, I wouldn't wanna go there myself." Miles replied, getting into his outfit. It was a black outfit with red cobwebs on the mas and a red spider logo on his chest. The fingers of his costume were red also.

"All that aside, we gotta hurry up and help Peter and the other's fight off HYDRA. We're short on time!" Scarlet ordered. Mary Jane's eyes began to glow red, and then the Carnage Symbiote oozed out of her back and wrapped itself around her. And thus, Mary Jane Watson was now Spider-Woman. "Uh, MJ, do you think you could show your hair, and make it a little bit wild?" Scarlet asked.

"Sure." Spider-Woman replied, altering her outfit a little more, this time it showed a wild version of her red hairdo. The three other Spiders went off to the Triskellion to help out Spidey, Widow, Falcon, Hulk and the other Agents Of S.M.A.S.H.

 _'Hang in there, little bro.'_ Scarlet Spider thought. _'Help is on it's way!'_

To Be Continued...

* * *

Well, there you have it folks. Chapter 9 is officially complete. Also that part about Black Widow switching bodies with the Hulk, that happened in Avengers Assemble Season 2, episode 8 "Head To Head". I found it to be a really hilarious episode. Plus, I hope you all have a Merry Christmas. Happy Holidays from me and ERoc901 Tha Clean Up Man and last but not least UltimateWarriorFan4Ever.

Stay tuned for Chapter 10: The Spider Switch - Part 2! Spider-Man and Black Widow are still in each other's bodies. The two joined up with Falcon, Hulk and She-Hulk to stop Mesmero and free the Avengers, Agents Of S.M.A.S.H. and the Web-Warriors. And if that's not enough, Kaitlyn Rogers, who is now calling herself the Astonishing Arachnid has joined up with Phil Coulson's team to take down Yelena Belova who is back for revenge. Will The Spiders, the Smashers, Falcon and Arachnid free them all? And what will Scarlet Spider do for the Web-Warriors? Find out next time!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	10. The Spider Switch - Part 2!

How's it going? WOLFWATCHER12 and ERoc901 Tha Clean Up Man here with part 2 of The Spider-Switch! In this part, Spidey, Widow, Falcon, Hulk and the Agents Of S.M.A.S.H. go to the Triskellion to stop Red Skull, Mesmero and the Sinister 6. Phil Coulson arrives with his team, and the new Spider: Kaitlyn Rogers/The Astonishing Arachnid joins the fight. American Son/Harry Osborn, Spider-Woman Mary Jane, Kid Arachnid and Iron Patriot join Scarlet Spider to help them out any way they can. I neglected to mention that Melinda May was hypnotized in the last chapter. Can our heroes stop these vile forces? Find out next!

* * *

Disclaimer: Same as before.

* * *

Chapter 10: The Spider Switch - Part 2!

 _Last time, our web-spinning hero Spider-Man and his girlfriend Black Widow defeated the three remaining members of the Frightful Four (Trapster, Klaw and Wizard), but then Mesmero decided to pull one final trick, and made the two spiders switch bodies. Then the two decided to teach each other in how to use their own powers. But as this ensued, Falcon walked in on their make-out session, and he found out they were in love. FRIDAY informs them that A-Bomb, Skaar and Red Hulk of the Agents Of S.M.A.S.H. were terrorizing Brooklyn (Captain America's hometown) and the three heroes suited up in a few Hulkbuster armor suits in their likenesses to stop the Smashers who were being brainwashed by Mesmero. They were temporarily outmatched, and it looked like our heroes were destroyed until, The Hulk and She-Hulk arrived and helped them. Now, they find out that Mesmero had hypnotized the other Avengers (Iron Man, Thor Captain America and Hawkeye) and has the aid of Doctor Octopus, Red Skull and the Sinister 6. They had captured the Web-Warriors and are holding Nick Fury hostage as well. Will they save him?_

We new see Zephyr 1 flying by in the air, where Phil Coulson and his team decided to train their new friend Kaitlyn Rogers, who is in fact, the clone daughter of Captain America, yet Cap does not know it yet. The ship was in autopilot mode, Lance looked upset, as did Mack. Coulson was upset that Mesmero and Red Skull worked out a deal with Doc Ock, he slammed his fist on the console, feeling mad with grief.

"It's bad that Director Fury is being held hostage in the Triskellion by those damn HYDRA goons!" he said, feeling angry. "They even went too far as to hypnotize the Avengers and some of the S.H.I.E.L.D. Academy students." Phil felt like it was his fault. Now he knew how Spider-Man felt when something was his fault, even though it wasn't.

Jemma walked up to him and put her hand on his shoulder. "You can't blame yourself for this, Phillip." Simmons said. "What's happening at the Triskellion isn't your fault. So don't act like it is."

Coulson turned his head to Simmons and Leo Fitz came up to them. "Yeah, don't blame yourself, besides, it could have been one of us in Fury's place." he added to what Simmons said to him. "We had to train Katie Rogers into using her spider-based powers for the purpose of good for all mankind."

Coulson felt reassured by the two S.H.I.E.L.D. Tech experts. "You're right. HYDRA is a deadly threat that we'll always have to face, but facing the likes of the Red Skull is a whole lot worse." Coulson said, focusing his attention on Captain America's long time arch enemy. "But, as part of S.H.I.E.L.D., there's nothing we can't handle." he went over to the computerized map on the table and looked up the layout of the Triskellion.

Just then, Katie Rogers walked in dressed in her black and red outfit with the big red spider logo on her chest, this time she had her mask on. The eyes were similar to the Scarlet Spider clone/Ben Riley. Katie was now the Astonishing Arachnid. "Okay, everyone! I'm suited up and ready to go!" Arachnid said, pumping her fist with determination.

"Good." Coulson told her, and patter her on the back of her shoulder. "This maybe your first official mission but to play it safe, you'll have to follow orders so we'll be sure there won't be any casualties because I have a feeling that it'll be messy on this one."

"I know that, Coulson." Arachnid said. "I just want to rescue my dad and hopefully meet him at this Triskellion as you call it."

"You will Katie." Phil assured her. "You have my word."

Katie smiled at him, even if she had her mask on. Mockingbird looked around the jet and saw no sign of Melinda. "Hey, guys! Where the hell is May?" Bobbi asked. "She was supposed to meet back with us so we can be on our way."

Mack then spoke. "I dunno, Barbara." he said. "The last time I saw her, she was instructing martial arts and self defense classes at the Triskellion."

Lance added to what Mack said. "Yeah, she must still be sore over the punch to her kisser by Agent Romanoff over Spider-Man two days ago."

"All that aside, I'll see if Daisy can reach May on her comm." Coulson went over to Quake, who was co-piloting the ship.

Arachnid then turned her head over to a desk calendar that Coulson had on the console. "That's weird." she said.

"What's weird, Katie?" Mack asked.

"That today is Friday the 13th." Katie pointed out. She knew that some people were superstitious about this sort of day. "Does any weird stuff always happen on every Friday the 13th? I'm just asking out of curiosity." she wondered.

"Sometimes, yeah." Fitz responded. "Except it's almost everyday."

Katie was wide-eyed in shock about and Mack rubbed her shoulder. "Yeah, awkward isn't it?" Mack asked.

"Most likely." Jemma added.

At the comm-link, Quake noticed a button flashing. "Guys, come here! Someone is contacting us!" she said.

Lance pressed the button and an image of Scarlet Spider appeared on the screen. Everyone was stunned to see Scarlet contact them after the whole Superior Spider-Man incident two days ago and did not expect him to contact them for a while. He revealed to them that he was really Spider-Man's long lost older brother Kaine Parker, who ran away from home before Spidey was born and made a promise to Dr. Johnathan Drew and his wife Miriam to find their daughter Jessica, and the S.H.I.E.L.D. Agents along with some of the Web-Warriors kept quiet about it, because Scarlet believes that Spidey is not ready for the truth to be revealed yet.

 _"Coulson, everyone, this is Scarlet Spider. Do you read me?"_ he asked.

"This is Quake. We read you loud and clear, Scarlet." Quake replied.

 _"Good."_ Scarlet felt relieved that his message was getting through. _"I'm on my way to the Triskellion right now along with Kid Arachnid and Spider-Woman. The American Son and Iron Patriot will be joining us soon, but we need to act now and help Spider-Man, Black Widow, Falcon, Hulk and the Agents Of S.M.A.S.H. who are on their way there right now."_ he informed them. _"But also, Red Skull and HYDRA along with Doctor Octopus, the Sinister 6, Leader, Abomination, this crazy blonde Russian named Yelena Belova and the guy who calls himself Mesmero who is currently using his hypnosis powers to brainwash everyone in the Triskellion, including some of the superhero trainees of the Web-Warriors and not just the Avengers but they also got Agent Melinda May."_

This sort of thing shocked everyone. "WHAT?!" they all shouted in unison.

 _"Yeah, Mesmero got to her before you could reach her."_ Scarlet informed them. _"And to make matters worse and much more weirder, Mesmero also used his powers to make Spider-Man and Black Widow switch bodies with each other."_

This was even more shocking to Phil and the others. Mockingbird and Quake were also stunned by this. "No. Way." they both said at the same time.

"Yeah, no wonder today's Friday the 13th." Lance added jokingly, and everyone just gave him the skunk eye.

"All jokes aside, we'll be on our way to help you out." Coulson replied.

 _"Good."_ Scarlet sighed in relief. _"Me and my group will meet you at the Triskellion so we can give my younger brother all the help he can get."_ the then went to stop transmitting. _"Scarlet Spider, over and out."_ the screen turned off and he stopped his end of the comm-link.

"Mack, see if you can fly this thing with Quake, since May isn't with us right now." Coulson ordered.

"You got it, Phil." Mack said, as he turned the autopilot off and flew it over to the Triskellion. "I'll do what I can."

Coulson then turned his attention to the others and gave them their instructions. "Okay everyone, let's gear up and go!" he ordered.

"Right!" everyone said in unison. Quake got her gloves on, Lance got out his guns and spun them around as he inserted them into the holsters, Mockingbird got out her two batons and combined them into a Bo staff as she spins it around and stops with the staff behind her back as she sticks her open hand out. Leo and Jemma got their gear on too and Phil got his newest weapon.

( **A/N: I decided to put Quake in the outfit she had in Avengers: Earth's Mightiest Heroes and Mockingbird in the outfit she had in New Avengers The Reunion, where she and Hawkeye, who was the Ronin at the time reunited after being apart for so long.)**

"So, who is this Scarlet Spider?" Katie asked.

"He's Spider-Man's long-lost older brother." Bobbi said, telling the truth about him to the newbie. "Before Peter was born, his older brother Kaine ran away from home."

Katie was shocked to hear that a Spider ran away from his home. "Why did he run away?"

"I'm not sure." Bobbi said. "He didn't give us the full story on that."

Lance decided to add to it. "He also made a promise to Dr. Jonathan Drew and Mrs. Miriam Drew that he would find their daughter, Jessica."

"I don't know how long she's been missing, but maybe we can ask him when the mission is over." Sparkplug added as well.

"That's a good idea." Bobbi said, as she sat next to the girl in black in red.

"So, does Peter know he has a brother?" Katie wondered.

"No, Scarlet never told him, because he says Peter's not ready to face the truth yet." Leo responded.

"Oh, then I won't tell Peter." Katie added, denoting that Scarlet Spider's secret was safe with her.

* * *

The Spiders along with Falcon, Hulk, A-Bomb, Red Hulk, Skaar and She-Hulk were on their way to the Triskellion to save everyone in the Spider-Jet that Spidey signaled for. Luckily for him, it was not being remote controlled by Doc Ock. Spidey steering the jet, which Falcon felt impressed by. On the way there, Spidey and Widow were talking to each other, and She-Hulk mused it very much.

"As much as I want to complain about how HYDRA, Doc Ock, Mesmero and all of your arch enemies took over the Triskellion from right under our noses, I'd rather just stay focused on punching their teeth right down their throats, even when I have to use Black Widow's fists." Spidey said, still trapped in Black Widow's body.

"Me too, Spidey." Widow said, agreeing with the boy still feeling stuck in his body. "It's bad enough that we had to switch to the Spider-Jet because the Quinjet ran out of gas!" she complained about the Avengers form of transportation.

Spidey began to fan her in order to get her to calm down. "Cool your jet's, Widow. No need to get fiery just yet." Spidey said, as he kept fanning her with her own hands. He then thought of a way to distract her from that very problem and he thought it up quick. "You know I can think of many ways to cool you down, right babe?" he said, with a wink.

Widow place an index finger in Spidey's face. "Don't toot your own horn, darling." Widow said, in a sultry manner.

"Wanna bet?" Spidey flirted, a little bit by raising an eyebrow, which made Natasha blush.

She-Hulk mused at this and had a mischievous grin on her face. _**"Spider-Man and Black Widow sittin' in a tree. K-I-S-S-I-N-G."**_ she sang, teasing them both as she laughed.

Widow and Spidey complained a little bit. Widow huffed and puffed about it. "Excuse me, Shulkie, do you mind not doing that?!" Spidey complained. "That was so rude!"

She-Hulk laughed playfully, "Aw, c'mon web-head." she reassured them. "You got a girlfriend that is just as hot and sexy as I am. I just though I'd help you both strengthen your relationship a little."

Spidey felt befuddled by that, but Widow put her hand on his shoulder. "Thanks, Jen, but we got it from here." Widow said.

"Yeah and so far, our relationship has been a very bumpy ride with weird stuff happening a lot." Spidey pointed out, denoting everything that has been happening up onto this point. "But, we've been striving to get through them." he added. "Not complaining or anything, except for trying to adjust to having larger breasts on your chest." he perked them up.

"I get it. You're not used to having them on you." She-Hulk knew that. "By the way, Widow. Before you and loverboy over there switched bodies, how did you get those huge knockers?" she asked.

"Oh, it's the side effect of being turned into a werewolf and back." Widow revealed to the jade giantess. "It was due to Nightshade's neo-genetic serum."

"Nightshade? I hate her!" Shulkie responded. "But, you both got her locked up, right?"

"Yes." Widow stated. "I turned her into a baby, and she's not in a crib jail for a while."

"Aww. Good work on that." the jade giantess commended them.

"Also, when the formula for my web-fluid got stolen by Hammerhead, Tombstone and the Enforcers, we had Scarlet Spider helping us." Spidey added. "We also had some help from Iceman and Firestar, who happen to be members of the X-Men. And, it was nice to see Wolverine again."

"I wonder how Logan is doing these days." Hulk said, adding to the conversation.

"Oh, he's alright." Widow added.

"Also, I told Iceman and Firestar about that incident you had with Skaar and A-Bomb before." Spidey told Shulkie.

"I don't mind if you did." Jen responded to that very well.

A-Bomb decided to add to the conversation as well. "Oh yeah. Speaking of which, Shulkie stole my PS4 Pro and hasn't given it back since." Rick complained.

 **(A/N: Yeah, I call A-Bomb by his real name: Rick Jones. In the comics, he wasn't just A-Bomb, he was once Captain Marvel after Philip Lawson/Mar-Vell gave his power bands to him, but some of you must know that already.)**

Shulkie had a mad glare in her eyes towards both A-Bomb and Skaar. "That's what you get for peeping on me with that damned Pokemon Go app when I was sun bathing in the nude." she pointed out.

 **(A/N: In case you are unfamiliar with that, check out Chapter 5 - The Stolen Notes. ERoc901 Tha Clean Up Man made that up.)**

"I said it was an accident!" Rick complained, trying to defend himself, but She-Hulk threw a rock she had hidden at the blue boy.

"I don't give a shit!" Shulkie grunted, folding her arms and turning her head away from him.

"Yeah, right!" Red Hulk added. "You're lucky that I didn't take your PS4 Pro Jones, otherwise I'd melt that piece of techno shit!" he ranted.

"Shut up, Red!" A-Bomb defended. "You're just mad that big green is still in love with your daughter!"

This made Red Hulk retaliate, "Why you...!" he then got up in A-Bomb's face, but did not bother to use his guns.

Spidey and Widow were a little baffled by this. "Hulk, you're still in love with your fellow Gamma scientist, Betty Ross?" Spidey asked.

"More than ever, Spider-Man." Hulk responded. "I missed her so much, being the Hulk prevented us from continuing our relationship because I'd be a danger to anyone. Including her." he added, solemnly. "That's why I had to be apart from her, to keep her safe."

Spidey never knew that his big green Gamma radiated friend felt like this. Widow did not notice this either, because she did not ask Nick Fury. Spider-Man then went over to him and patted him on the back like he were family. "Take it from me, big guy." Spidey said. "Relationships can be complicated sometimes but love always comes back to you in the end."

Widow got up and agreed with her teenage boyfriend. "He's right. You just need some time apart until you're back together." she said. "You can't give up hope, no matter what."

Hulk had a reassured smile on him. "Perhaps you're right." he said, and then he changed the subject from Betty Ross to them. "I take it that both of you are adjusting to your relationship?" he asked.

"Yep, we sure are." Spidey said. "So, what happened to JARVIS?"

"Oh, Ultron attacked him and some of JARVIS's circuits were down, and placed into a Sythezoid Ultron made." Hulk said.

"And after that, JARVIS became The Vision." Widow added.

"JARVIS is The Vision now?!" Spider-Man asked, feeling surprised.

"Yes." Widow said. "That's why F.R.I.D.A.Y. is the Avengers new A.I. now."

Just then, Falcon got a blip on the radar, and it was a red one. "Head's up, guys! We're almost there!" Falcon said, as he pointed to the Triskellion tower showing up on the scanners. "I can see a red Tyrannosaurus Rex on the island where the Triskellion is." he pointed out the wind-shield and saw that there was indeed a red T-Rex with stripes and gold eyes. This was the appearance of Devil Dinosaur, the pet of the Agents Of S.M.A.S.H. who was looking like he was sleeping.

"Should we check on Devil to see if he's okay?" Skaar asked.

"I don't know, Skaar." Hulk responded. "It's possible that Mesmero brainwashed him like he did with the others."

"Well in that case, we'll have keep a sharp eye out." Spidey said, as he were. "I'm landing us here right now."

The Spider-Jet landed on the shore of the island where the Triskellion was, as they exited they did not notice anything unusual. "Okay, guys! Keep your eyes open and ears sharp! The bad guys could waiting to ambush us as we speak!" Spider-Man said, urging everyone to proceed with caution. "Black Widow, since you're in my body, my Spider Sense will warn you if there's danger. When it does, listen to it and warn us."

"Understood." Widow responded.

"Ah, don't get your feathers in a bunch kiddo! I'm a Five Star..." Red Hulk boasted until he was slapped in the back of the head by She-Hulk.

"Would you shut it, Red?" Shulkie asked. "Webhead's right. It's important that..." she then got interrupted when A-Bomb ran over to the sleeping Devil Dinosaur, being reckless.

"D.D.!" the blue gamma-powered hero said as he bolted towards his Dino pal.

"Oh shit!" Widow said, as she felt Spider-Man's Spider Sense tingling. "Hulk, stop him quick!"

"A-Bomb, no!" Hulk shouted.

But A-Bomb could not hear him, "Boy, am I glad to see..." he got interrupted when Devil Dinosaur opened his eyes and showed how completely white they were and whipped A-Bomb away with his tail. "...you." A-Bomb winced.

Falcon did not like the way that the Hulk's best friend rushed in. "That's definitely not smart to run into your pet dinosaur." he said. "Especially if he's under someone's control."

Widow turned her head to Spider-Man, "Spidey, you were right. Your Spider Sense does work." she said to her teenage boyfriend.

"Told Ya." Spidey said.

"Glad you did." Widow said, but then those Spider Sense began tingling again. "Uh oh. More trouble!"

The Agents Of S.M.A.S.H., Spidey, Falcon and Widow all turned around and saw a whole group of people behind them. One of them had scales all over him and his eyes were yellow and he was standing next to a man dressed in, orange, black and silver with green skin and a really bulbous head. These two individuals were Emil Blonsky/The Abomination and Samuel Sterns/The Leader, they were both villains that were altered by Gamma radiation, and have had a deep hatred towards the Hulk and his allies ever since. They were joined by Yelena Belova and a few HYDRA goons.

"Hello Hulks! Long time no see!" Leader said, sarcastically.

"Well, if it ain't the big headed, toad skinned, pea brained, pencil necked geek and his reptile, goofy lookin' sidekick comin' to rain on our parade." Red Hulk taunted the two Gamma villains.

"I'm not a sidekick, Ross!" Abomination shot back. "I'm here to get revenge on you for costing me everything, including my military career in Mother Russia!"

"Serves ya right for framing us, you bastards!" A-Bomb said back at them.

"We smashed hard the last time we met and this time we'll even smash you way harder!" Hulk said, as he felt ready for a fight and cracked his knuckles.

"Spider-Man and Natasha Romanoff!" Yelena exclaimed in suspense. "I told you I vould get my revenge on zhe two of you and now I'm going to live up to my vords!" she boasted to the the switched-up Spiders.

"Yep, she did say that, babe." Spidey informed her.

 **(A/N: If you recall, she swore she'd get revenge after Grant Ward was defeated in chapter 4, and now she's trying to live up to that.)**

"Then I'll shove it up your ass, Yelena!" Widow stated, to her evil copycat.

"Get out of our way, chumps!" Hulk warned. "We're here to take you down and free everyone from Mesmero's mind control, including our fellow Avengers!"

"And, as a bonus, send every single damn one of you to the Raft or Ravencroft if we have to!" Falcon added to what the Hulk said.

"Like Hell you are!" Abomination countered, "We'll see to it that your blood will be spilled and your bodies will be broken!"

"No fuckin' way! Widow and I had our bodies switched this morning!" Spidey complained, causing the villains to look baffled. "We'd rather not tell you the rest."

Leader disregarded what he just heard from the web-climber. "Anyway, if you superheroes wish to get to Mesmero, Octavius and Red Skull in order to save your moronic friends, you'll have to get through us first!" he said.

"Then that's exactly what we're gonna do!" Spidey cracked his knuckles and got ready to fight. "Okay everyone, let's fight on!" The HYDRA goons all ran at them and they fought them as they also fought against Leader, Abomination and Yelena.

* * *

In Nick Fury's office, he woke up feeling a really bad pain as he was tied down to a chair.

 **(What'chu Want by The Beastie Boys plays)**

"Ow, my head." he said, as he tried to shake off the pain. "Where the hell am I?" he asked himself. But then the light bulb in his head clicked. "Wait. Now I remember. The Triskellion was penatrated and taken over by...you!" he turned around and saw Red Skull standing in there with him.

"Ah, Director Fury." Red Skull said, tauntingly. "So pleased to see you avake at last." He was joined by the brainwashed Avengers, Doctor Octopus and some HYDRA goons.

"Red Skull, you muthafucka! You did this, didn't you?" Fury demanded, only to be kicked in the face by the mind controlled Melinda May. "Ah shit!" he deadpanned. "Now I also remembered that Mesmero hypnotized one of the best damn agents that S.H.I.E.L.D. ever had!"

Mesmero laughed evilly along with Red Skull. "You know me too vell, Director Fury." he said. "Let's just say that ve all joined forces to produce our effort developing a plan to take over zhe Trisekllion while Spider-Man, Black Widow and Nova were helping Star-Lord in space, saving those blasted Guardians Of Zhe Galaxy from Terrax."

Fury was wanting answers about that. "Let me guess, it all started with the abduction of Captain America and the Hulk in Transylvania when Red Skull and Nightshade turned the townspeople into mutated monsters with Spider-Man, Agent Romanoff and Cap being turned into werewolves and Hulk into a giant were-lion, right?" he asked.

"Ja. Zhat is correct."

"Then this means that the second phase of that plan was...Doctor Octopus!" he said as he looked at the villain with the tentacles.

"That's right, Nick Fury." Ock said, in a sinister manner. "The second phase of our joint is me entering my arch foe through the bloodstream, hijacked his mind and took possession of his body in order to damage his reputation and leave him feeling distraught."

Fury was dismayed by what was said. "Well, I'll be damned." he muttered.

"Indeed you are. And rightfully so." Ock concurred.

"Then I take it that Mesmero did his part on phase three?"

"Why, yes I did." Mesmero agreed to it. "Before I did something to Spider-Man and that lovely Black Widow last night that you'll have to see for yourself when they arrive up here, we lured Captain America, Iron Man, Thor and Hawkeye into a trap and successfully captured them, leaving me to hypnotize their minds." he admitted. "After using my powers on the Spiders last night, earlier this morning, Leader, Abomination and I along with the troops of HYDRA stormed the Hulk's lair in Vista Verde, hypnotized Red Hulk, A-Bomb and Skaar and had them cause all sorts of mass destruction in New York, from Times Square to Brooklyn, which happened to be the stomping ground of Captain America while we took care of their precious pet called Devil Dinosaur and placed him under our power with mine."

"That was real clever on your part, but you still won't get away with it!" Fury warned.

"We already have, you fool!" Doctor Octopus said, in his defense. "We've brainwashed Agent May, the Avengers, your students and turned them into our slaves! So the numbers are in our favor!" he chuckled.

"Shit. Looks like I'll have to depend on Spider-Man, Black Widow, Falcon, the Hulks, Coulson and his team to get me out of this shithole I'm in right now." Fury stated.

"Oh, ve're counting on it, Director." Red Skull laughed evilly along with the other villains.

 **(Song fades)**

* * *

However, Zephyr 1 zoomed over to the Triskellion as quick as a flash, thanks to Mack's piloting.

 **(Bad Mistake by James House plays)**

"We're here!" Mack said.

"Okay, let's put Zephyr 1 in stealth mode and move out." Coulson said, as Mack pressed a switch that made the ship invisible to any detection devices as they parked it behind the tower. "Alright, people. Our objective is to Help Spider-Man stop HYDRA and the Sinister 6, get Mesmero to undo the damage he's done with those powers of his and turn them all in by any means necessary!" he ordered and they all charged into a laboratory that Dr. Connors used.

Jemma looked around. "Where are Martha and Billy?" she asked as she looked over a scan of the inside of the building.

"They must be hiding." Lance said. "I just called the kid. He said he's in Scarlet Spider's loft along with his mom and this woman named Rio Morales."

"Then their smarter than we thought." Quake said.

Just then, a whole bunch of S.H.I.E.L.D. agents were coming at them, and they were all pupilless, denoting that they had been placed under Mesmero's mind control whammy jammy. "Incoming!" Fitz said, as he looked the battalion coming at them.

"Stand back! I've got this!" Quake said, as she went topside and shot a tectonic sound wave at the hypnotized S.H.I.E.L.D. Agents, causing them to fall on their backs which rendered them unconscious.

Kaitlyn was blown away by how Quake was able to do that. "Holy shit!" she said. "That was...WOW!" she had a smile on her face as she said that.

"You said it, luv." Lance said, as he agreed with the girl.

Mack looked in another direction and saw that more were on the way. "There's more of 'em!" he said, as he shot his Icer gun at a few of them.

"Oh well. I could use some ass-kicking exercise anyway." Quake said.

"Most likely, Daisy." Coulson agreed with what she said. Quake then started going after a few more of them, using some hand to hand combat moves she learned from Melinda May and Mockingbird while she helped them track down her father: Dr. Calvin Zabo/Mister Hyde. Coulson used his Icer on a few more, incapacitating them, Lance, Leo and Jemma did the same thing while Sparkplug used his electric attacks on them.

"Time to step up, boys." Mockingbird taunted the hypnotized S.H.I.E.L.D. agents that came in her direction, and knocked a few of them down with her staff, then used a flying side-kick on three of them.

Coulson then went over to a spot where Kaitlyn felt a little nervous about coming with them. "Okay, what to do, what to do. This is my first mission tonight and I'm kinda nervous and confused at the same time. No wait. My dad's been captured and brainwashed! I gotta do something! But what?" she muttered to herself, but then turned her head to Coulson. "Excuse me, Phil! Should I..." she was about to ask him if she could get out there.

"Not yet, Arachnid!" he responded. "Not unless you're ready to make your move! Y'know? Muster up some courage to...to..." he was hoping she would finish that sentence, and she did so.

"Stand up for what is right?" Kaitlyn asked.

"Something like that." Coulson said to the Super Soldier girl. Just after that there was only one more hypnotized S.H.I.E.L.D. agent to take down, and Leo Fitz zapped him with his Icer.

"That ought to do it." Leo said.

"Well done, Leo." Sparkplug said. "Now we'd better bar the door just in case some HYDRA goons come our way."

"Good idea." Kaitlyn agreed, and she used her super strength to lift some heavy stuff over to the door.

* * *

While Coulson and his team held off the hypnotized S.H.I.E.L.D. Agents and the Spiders along with the Smashers and Falcon held off their enemies in order to get inside the Triskellion, Scarlet Spider, Kid Arachnid and Spider-Woman arrived on the scene behind the building.

"Okay, Scarlet. Now that we're here, what'll we do next since there's a lot of HYDRA creeps taking over the entire place?" asked Spider-Woman.

"Simple Mary Jane." Scarlet said the Symbiote girl. "We sneak in without getting caught."

"Yeah but how?" Kid Arachnid asked as he pointed at the guards holding weaponry. "There's five of 'em and they got AK-47's with extra magazine clips."

"You just leave that one to me, Miles." Mary Jane was about to use her Symbiote, but Scarlet prevented her from doing so.

"Hold it, MJ. I've got a better idea." Scarlet said.

"Like what?" Spider-MJ asked, as Scarlet went quietly across the room. "Oh, I see what you mean."

Scarlet Spider went out of the hiding spot, and chopped one soldier in the back of the neck, knocking him out. Then for the next two and shot them with a ball of webbing that might have been loaded with something heavy and for the last two, he kicked them both in the side of the head and then he hit a pressure point on each of them, causing them to fall asleep. He stood up and signaled for them to follow him.

"Whoa!" Kid Arachnid said, as he saw everything that Scarlet did. "That's one way to singlehandedly put 'em to sleep." he commented about Scarlet's style. "What are you, some kind of Spider-Ninja?" he wanted to know.

"No, I just had years to prepare for anything when the time comes." Scarlet replied.

Miles thought it through? "Hmm, good point there." he said.

"Now we go inside and help Spidey and Black Widow switch back to their own bodies before their Freaky Friday becomes permanent, right?" MJ asked.

"Exactly!" Scarlet replied. "Now, follow my lead!"

"Way ahead of you!" Kid Arachnid said as the two of them went off.

"Me too!" Spider-Woman added, as she went along with them.

 **(Song Ends)**

* * *

Outside, the switched Spider's and the Agents Of S.M.A.S.H. continued their battle with Leader, Abomination, Yelena Belova and the HYDRA goons. A-Bomb was with Red Hulk and Skaar, trying to get Devil Dinosaur to snap out of this hypnosis he was under, while Spidey and Widow took on Yelena, Hulk duked it out with Leader and Abomination and She-Hulk took it to a group of HYDRA goons with Falcon's help.

 **(What I'm Made Of by Crush 40 plays)**

"D.D.! Snap out of it!" A-Bomb begged, denoting that he did not want to fight his own pet. "It's me, your pal A-Bomb!" he kept dodging Devil Dinosaur's tail attacks. "We're your family, remember?" he got hit by the tail anyway.

Red Hulk kept shooting his blasters at the HYDRA goons while he felt annoyed by A-Bomb. "Knock it off, Jones!" he said. "I'm shootin' at these puny HYDRA chumps and all you worry about is Devil Dinosaur!"

"Shut up, Red!" A-Bomb shot back. "I'm tryin' to help him fight off Mesmero's hold on him!" he got whacked by Devil's tail yet again. "Ow! Okay, this isn't workin'!" he said, as he rolled up into ball form and began to go up into the air as he shot himself at Devil's head.

Skarr was busy trying to prevent a few HYDRA minions from taking Red Hulk down along with A-Bomb.

"Cut off one head, two more shall..." one of the Hydra goons said, before Skaar punched and kicked him in the body.

"Skaar Slash!" he said, as he sliced the HYDRA goon's gun in half and stabbed him in the chest.

"Whoa! That was brutal!" A-Bomb said, as he saw it happen.

Red Hulk was impressed by this however. "That's what I'm talkin' about shaggy!" he said. "Take no prisoners! Keep it up!" he cheered for the Smasher with the sword to get rid of them.

"Thanks." Skaar said, as he continued to take the HYDRA goons down for the count. He kept waving his sword around until the whole battalion was dead. But after that, several more HYDRA agents were coming after them, this time they were dressed in green and yellow with helmets that had red lenses over the eyes, and some had the same design only black and gray.

"Boy, HYDRA wasn't kidding when they say "Cut off one head, two more shall take it's place."" A-Bomb said, when he knew about HYDRA's infamous slogan. "It's kinda like a snake, right?"

"Yeah." Red said, as he kept on blasting the goons with his pistols.

* * *

The HYDRA goons that She-Hulk and Falcon were fighting against used their own weaponry, while Falcon used his feather weapons on some of them.

"Surrender or we'll open fire you slutty green-skinned freak!" a HYDRA agent said, only to get slapped in the face and kicked below the belt by Shulkie. She then began to yank their guns out of their hands and punch them in the eye and hit them in the everywhere-else.

"Why am I surprised to hear you asshole from HYDRA insult little ol' me with those chauvinist, sexist remarks?" Jennifer said, as she kept on beating them all up. "I'm very sensitive about you calling me a slut when it's obvious that smart, sexy and strong!" Just as another HYDRA goon in green and yellow was about to grab her from behind, she grabbed his arm and tossed him down. "I just wish you guys would see things from my point of view!" she got up in their faces and slapped the green and yellow HYDRA goon in the face.

Falcon just zoomed past her in the air, and said, "I don't know Shulkie. I don't think that they would last two minuets, let alone a whole day walking a mile in your shoes."

"You got a point there, Falcon." she replied to the winged Avenger. "It's a good thing all of my clothes, dresses and outfit are filled with unstable molecules . They change sizes when I change back and forth between Jennifer Walters and the Sensational She-Hulk." she then showed off her muscles before smacking a few more HYDRA goons around until they were blue in the face.

* * *

Hulk was engulfed in a two on one battle with his two greatest enemies, Leader and Abomination. He kept getting pushed down, but he kept getting back up and began whirling them around.

"I'll make you pay for destroying my reputation as a soldier for Mother Russia, Hulk!" Abomination said, as he began throwing Hulk around like a rag doll. "I'm now an international criminal, thanks to you!" he ranted.

"Serves you right for framing me and my fellow Smashers, Abomination!" Hulk said, as he gave Abomination a headbutt. "You and Leader are both a pain in my Gamma radiated ass!" he shot back, locking up with Abomination.

Leader was utterly annoyed by all the banter he had been hearing from the two of them. "Well, don't just stand there, keep him busy while I unleash one of my weapons to neutralize the brainless brute!" he ordered Abomination.

"I am! So don't rush me!" Abomination shot back at the Leader. "I'd rather take my time and beat the shit out of him first!" he said, only to get kicked in the jaw by Hulk.

The powerhouse of the Avengers turned his head over to his other enemy. "Hey, Leader! I'm not as stupid as you think I am!" Hulk said. "Not like you anyway!"

Leader was even more irritated by what Hulk just said about him. "Why you?!" he then decided to shot at the jade monster, but he just dodged them.

* * *

Spider-Man and Black Widow (in each others bodies) were trying to keep Yelena Belova busy, and it was working. They used the fighting style they practiced earlier in the day.

"Even in each other's bodies, your teamvork has improved!" Yelena said, bitterly. "But it von't change everything between us!"

"You're still jealous of me, Rooskaya?" Natasha wondered.

"Because you have bigger boobs zhan me?" Yelena asked. "Ha! Fat chance, you Russian fat cow!" she insulted the redhead in the web-climber's body.

"Why you!" Natasha was about to react with rage, but Spidey stopped her.

"Don't let her get to you, Nat!" Spidey said to her. "She's just jealous of you because you got a better looking body than her. At least, that's what I would say."

Natasha looked over to him, "Spidey, darling. Now's not the time..." she nearly finished her sentence, but Yelena interrupted her.

"Save zhe bullshit, Romanoff!" Yelena yelled. "I know you two are in love with one anozher!"

The swapped Spiders were befuddled by that and shocked to hear this from the mouth of their enemy. "WHAT?!" the two said in unison.

"But how did you know?!" Spidey demanded. "Did Doc Ock tell you about us?"

"Of course not, you stupid American boy in a Russian woman's body!" Yelena took the time to correct the web-head. "While you two vere patrolling zhe city, vent to zhe mall and got romantic days ago, I spied on you and followed your every move!" she confessed.

Spidey felt violated. "You were stalking us like an obsessive, psychotic, green-eyed monster!?" he yelled.

"Yes, except zhat I'm only obsessed vith killing you and taking my rightful place as zhe one, true Black Widow!" Yelena declared.

"Over my dead body, bitch!" Widow shot out Spidey's webbing at Yelena and electrocuted her.

"It's probably gonna take more than that to keep her down, Natasha." Spidey said.

"We still have time, my love." Natasha said to Spidey. "Mesmero, Red Skull and the Sinister 6 have Nick Fury holed up in his office and we gotta get him out."

"I know, but how?" Spidey wondered.

However, Hulk got thrown by Abomination and landed on his back. "Hey, Web-head! Go inside and see if anyone else is hypnotized by Mesmero or not! We'll catch up when we get done with these chumps!" Hulk said.

"Are you sure?" the wall-climber asked.

"We'll be just fine Spidey." She-Hulk added. "I hope there's someone left that isn't brainwashed who can give us all the help that we need."

"Jen's right. Now go!" Hulk added.

"Oh no, you don..." Yelena said as she tried to stop him, but instead got a roundhouse kick to the face by Natasha (in Spidey's body).

"I'm on it!" he said.

"Be careful." Widow said.

"I will." And so, Spidey raced on by to get inside the Triskellion. He knocked down a few hypnotized S.H.I.E.L.D. agents and a few HYDRA goons.

As he did so, Natasha and Yelena battled it out. "Finally, ve're going to settle zhis once and for all." Yelena said. "And zhis time, _vy sobirayetes' umeret'_!"

" _privesti yego na suku_!" Natasha countered in her Russian dialect.

Hulk was still throwing down with Abomination and Leader, while Red Hulk, Skaar and A-Bomb were keeping a few HYDRA goons busy while they tried to snap Devil Dinosaur out of Mesmero's trance. "Now that Spider-Man's inside the Triskellion, we're giving him time to get to the Red Skull, Mesmero and the Sinister 6 and save Fury!" the Hulk said. "Which means, I'm still got plenty of time to smash you, Abomination!" he pounded his fist into his palm.

"I agree, but I assure you that it won't last long!" Abomination countered as he and Hulk rumbled again.

Skaar kept on slashing some HYDRA goons in green and yellow, while A-Bomb rolled a few of them down and Red Hulk shot his pistols at them.

"Bring it on, you HYDRA worshiping maggots!" Red shouted, as he shot them away.

She-Hulk took some HYDRA Agents down and then taunted a few, "Okay, you want some more of this bootyliscious Hulk?" she shook her rear-end at them and smacked it to taunt them even more. But they did not respond, because they noticed that some HYDRA jest were flying overhead. "Anyone? Hello! I'm waiting!" Jen said again, trying to get them to speak. But, they all heard the sound of a few things being dropped in from the sky. And down came a whole bunch of machines that all had the HYDRA logo on them, and looked to be the same height as Iron Man's Hulkbuster armor. "Oh, crap! HYDRA Hulkbusters!"

* * *

When Spidey (in Black Widow's body) got inside the Triskellion, he also noticed that is was quiet in there, as they say in the movies...too quiet.

"Alright." he said as he got inside. "Now that I'm inside the Triskellion, I'm about to put Natasha's sexy body to good use." he said looking down the squishy chest fruits on his new body, he began rubbing them and his nipples began to harden. He just couldn't resist playing with his new features and felt turned on by them, only for him to see a steel girder fall behind him. "Whoa! Except for the fact that I have no Spider Sense!" he said, frantically. He regained his focus and walked into the classroom.

Then, the web-slinger in the Russian super spy's body noticed a saber-toothed tiger pouncing at him and said creature pinned him down.

"Oh, dammit!" He then found himself surrounded by Agent Venom, Iron Spider, Cloak, Dagger, a young man with long blonde hair and dressed in a loincloth over Safari pants with a dagger strapped to the side of his leg and a green skinned young man with scales and fins. These two were Ka-Zar, lord of the Savage Land and Triton. Ka-Zar's real name was Kevin Plunder, and Zabu, the saber-tooth tiger was his brother in arms. Triton was the prince of a humanoid alien race called the Inhumans, which included himself, Gorgon, Lockjaw, Crystal, King Blackagar Boltagon/Black Bolt and Queen Medusalith Amequlin/Medusa. he said, as he got a good look at them all, they were pupil-less and black white in the eyes, denoting that Mesmero got to them.

"I know you guys are in there, so I'll have to take you down! Sorry I have to do this but it's the only way!" he said, even if they were hypnotized. He then used his martial arts moves on them, and even some from his days as a wrestler. He avoided a bunch of laser blasts done by Iron Spider and Agent Venom's rocket launchers. Then he used a few MMA fighting moves on Triton, then he focused on Iron Spider, he got Dagger and he began running from Iron Spider and Agent Venom's counter attacks.

"Awesome!" he said to himself. "Natasha's body is just as agile as my own! That must explain how I was able to dodge all of Agent Venom's attacks and..." But as he felt astonished by that sort of thing, he got pounced by Zabu yet again. "Damn! Judging by Zabu's breath, given what he really ate, I guess I spoke to soon!" he winced. Ka-Zar was about to use his retractable energy blade to gut Spidey, but then a whole battalion of squirrels showed up and prevented that from happening as the little critters got onto Ka-Zar and Zabu. "Hey, what the..." Spidey immediately recognized this sort of technique. "Squirrels attacking Ka-Zar and Zabu? Could it be?" he turned a corner and saw Iron Fist, Power Man, White Tiger, Nova and Squirrel Girl and noticed they were not under Mesmero's control.

"Gangway!" Nova said as he bolted at Iron Spider, hitting him in the head with his nova blasts.

"Hey! It's you guys!" Spidey said, feeling relieved. "I thought you guys were brainwashed by Mesmero!"

"Nope!" White Tiger stated. "We hid ourselves to avoid being captured and brainwashed by Mesmero!" she added as she kicked Cloak in the side of the head.

"Now that we're here, let's wipe the floor with 'em!" Power Man said, as he felt pumped for a fight.

"But we can't hurt our friends too severely." Iron Fist said, speaking in his usual proverbs. "They're used as mind controlled puppets to HYDRA's bidding!"

"Then we'll neutralize them by taking them so I can use the Widow's Sting on them." Spidey said, as he began to lead the charge.

"Good idea, Black Widow! But, what's wrong with your voice?" Nova asked.

"I'll tell you after we neutralize our friends."

"Fair enough." Nova agreed to that.

"Power Man, you got Agent Venom!" Spider-Man (in Black Widow's body) said, planning the battle. "White Tiger, Ka-Zar and Zabu are all yours! Iron Fist, subdue Cloak and Dagger! Squirrel Girl, you take on Triton! Nova, Iron Spider is all yours!"

Nova felt distracted by something the body Spidey was trapped in. "Ah, sure thing Black Widow!" he said, bolting after Iron Spider. "God, she's so hot." he muttered to himself.

"I heard that, you bucketheaded perv!" Spidey shouted.

All hell broke loose as Spidey charged up the gauntlets while Power Man used some boxing and wrestling moves on Agent Venom who used some Football plays to keep Power Man at bay, yet he countered him with a drop kick and a power bomb. White Tiger used her cat-like reflexes to layeth the smack-a-down on Ka-Zar and Zabu. Iron Fist focused his Chi to take Cloak and Dagger down with ease as well as using some of his Kung-Fu he learned in Kun-Lun for him to become a master of the fighting style he is named after. Nova used his Nova Blasts a little bit more to get Iron Spider to run out of energy in his armor and Squirrel Girl had her little furry battalion attack the Inhuman Prince and then after they were exhausted, Spidey took the time to used the Widow's sting on them, knocking them all out.

 **(Song Ends)**

"Well done everybody." Spidey said.

"Thanks." Squirrel Girl said.

"Now that we took care of them, care to tell us why you look like a supermodel with your hair tied into a ponytail, wearing all that makeup and large hoop earrings?" White Tiger asked, feeling inquired. "And more importantly, why is your voice sounding like Spider-Man?"

"Because...I'm Spider-Man." he said, letting out a sigh and confessing.

"WHAT?!" they all said in unison.

"Yep, it's me." he said. "Mesmero made me and Black Widow switch bodies and I ended up in Natasha's body."

"Mesmero used his brain swap whammy jammy on you two and you ended up having a Freaky Friday?" Squirrel Girl asked, in shock.

"Yep that's exactly what happened."

"Sweet Christmas, webhead!" Power Man exclaimed. "You ended up in a body with a big ol' ass! No offense." he said, defending himself.

"None taken, Luke." Spidey replied. "Natasha did a lot of squats to keep these long, lovely, sexy legs of hers in shape." he felt them in front of everyone. But then, Spidey had a sly look on his face. "Maybe I ought to use them to choke Doc Ock and put him to sleep." he thought. But then he noticed that Power Man, Iron Fist, Nova and White Tiger were all staring at the body he was in. "What? What are you guys staring at?"

They all looked at each other, until Power Man and Iron Fist broke his silence. "Oh, our sincerest apologies Spider-Man. We've been distracted by what was on your..." he stopped mid sentence and then pointed to a certain spot.

Spidey looked down and saw that Black Widow's nipples had been showing. "Yikes!" said the wall-climber. "My, I mean Natasha's nipples! I unintentionally exposed myself on purpose!" he flailed.

White Tiger let out a grieving sigh. "That's what happens when you don't wear a bra webhead." she scolded. "Especially when you're trapped in a woman's body." she huffed.

"I know that!" Peter replied to the girl in white, folding his feminine yet lean arms. "And why is there a red mark on your mask, Ava?" he asked, seeing a red splotch on the nose of White Tiger's mask.

She then noticed it, "What? Oh, it's nothing." she denoted. "It's just a nosebleed, that's all."

Squirrel Girl mused at this, "Guess that makes you a pervert too!" she said, coyly.

White Tiger defended herself verbally, "No, I'm not!" she said. "Quit making fun of me, Squirrel Girl!"

She let out a Tiger's roar, "Down, kitty!" Squirrel Girl shot back.

Spider-Man then noticed that the same thing happened to his other teammates. "Power Man and Iron Fist, you guy's have nosebleeds too?" he asked.

"Uh, oh. It looks like Misty Knight will not be pleased about this if she finds out." Iron Fist said, worrying about what his ally from Harlem would think.

"Sweet Christmas!" Power Man complained. "I look like a damn fool with that nosebleed!" he looked at the bloody nose he had. "My girlfriend Jessica Jones will kill me if she finds out too."

"I see what you mean, fellas." Spidey agreed with Power Man and Iron Fist just said. "This is...hey!" it was then that Nova had a perverted glint in helmet covered eyes as he poked the massive breasts Spidey had on the body he was trapped inside of. "Nova, did you just..."

"Mmmmm! Boobies." Nova said, as he was about to grab them. "Must touch..."

"Oh, no you don't!" Spidey then gave Nova a judo flip and knocked him to the ground, hurting him a little bit.

"Ow! That smarts!" Nova winced as everyone looked at him dryly. "What? It really does!"

"Never mind that, you buckethead! Keep your hands and your mouth to yourself!" the web-slinger scolded the human rocket.

"Tell that to one of the most hated men in NYC!" Nova shot back.

"Like Jerk Jonah Loudmouth?"

"Yeah, something like that." Nova got back to his feet. "That judo flip you gave was a good one."

"Thanks." Spidey said, then made another strategy. "Now let's find Coulson and the others if they're here and still alive. Black Widow is in my body, and she is with Falcon, Hulk and the Agents of S.M.A.S.H. Hopefully they'll hold them off until we get to Mesmero." he stated. "Now, let's move!" as the lot of them went with the web-climber, he turned his female head to the human rocket. "And Nova, don't go getting any bright idea's about the body I'm in, got it?" he hissed.

"Party pooper!" Nova said, as he flew in the direction the others were going.

* * *

Coulson, his team and Arachnid still had the door of the room they were in barred, but HYDRA got ready to use the battering ram on said door.

 **(Breathe by Prodigy plays)**

"There's a team of S.H.I.E.L.D. agents led by Agent Phil Coulson here that one of our own informed us about." the lead HYDRA solider said. "So our orders are to terminate them by any means necessary."

"But where are they hiding at?" the second HYDRA goon asked.

"They might be inside that laboratory. That is where Dr. Curt Connors works all the time." the lead HYDRA soldier said. "Bring out the bazooka!" the HYDRA soldier's goon squad brought out their bazooka and loaded it up. "FIRE!" they shot it and blew the door open. They all stormed into the place to look for the S.H.I.E.L.D. Agents that had taken refuge in the lab.

"Alright you fools!" one HYDRA goon said. "C'mon out or we'll..." the goon got interrupted when Coulson kicked him in the gut and then chopped him on the back of the neck.

"You were saying?" Coulson said.

And so the fight ensued. Mack used some wrestling moves on the guys that came his way, while Lance used his Icer and Mockingbird used her staff on them. She then separated them into two batons and began hitting them in the head with them. Quake used another tectonic sound wave to push the HYDRA agents back and Sparkplug used his electricity on them. Fitz and Simmons used some of their mini-drones to zap some of them, and even used some Icers on the ones that were at a distance from them.

"Our guys are getting thrashed by two S.H.I.E.L.D. agents who happen to be Inhumans!" the lead HYDRA soldier was starting to get mad and enraged. "Bring out that new weapon that can neutralize them and their powers!" he ordered, and his lackeys brought out a new weapon and Mack recognized what it's able to do.

"QUAKE, SPARKPLUG, WATCH OUT!" he yelled.

"FIRE!" the lead HYDRA soldier said, as his shooter fired the shot. Quake and Sparkplug found out too late, the were hit by the blast and were knocked to the ground.

"Ha! Got 'em!" the HYDRA soldier said, as he gloated.

Mack, Leo and Jemma could not believe what they saw, two of their allies were rendered unconscious. "Phil, Daisy and Lincoln are down!" Mack said.

"They used some kind of new weapon, one that's capable of neutralizing not only their Inhuman powers but rendered them unconscious as well!" Fitz exclaimed.

"Now what'll we do?" Simmons wondered.

Phil then had an idea. "Well, it looks like we'll have no choice but to shoot and fight our way out of here." he said.

"Sounds like a decent idea. Except that we're almost out of ammo!" Lance said, stating the obvious.

"That's not good." Fitz said, over looking his weapon. It had almost been depleted.

However, Mockingbird grabbed something out of her belt. "I guess I'll have to resort to using this." she said, as she set it up.

"Bobbi, what are you doing?" Simmons asked.

"Taking care of business." Mockingbird said, as threw some kind of smoke bomb near the HYDRA agents.

"Ah, smoke bomb!" the HYDRA agents said in unison. Bobbi then used a new feature in her sunglasses to see where the HYDRA Agents were at. She used her martial arts style to knock them down, and if that wasn't enough she used her batons and merged them back into her staff, tripped several of them up and hit one of them in the back of the head. Then she kicked one of them in the groin after slapping him in the face. Kaitlyn was impressed by how Mockingbird fought without exhaustion.

"Okay, who else want's some?" Mockingbird dared any of the HYDRA agents to take her on, but one of them pointed a gun at her head.

"How 'bout a bullet to the head, you dumb blonde bimbo." he said, bitterly. "Don't move or I'll shoot the bitch!" he warned everyone in the room.

Kaitlyn was angry with the HYDRA agent who had a gun pointed at Mockingbird's head and insulted her. "They won't have to move!" she said. "I will!" she said as she 'Mustered up some courage to stand up for what is right' as Coulson stated.

"Katie?" Coulson wondered.

"Don't worry guys, I got this!" Arachnid said, as she ran at the HYDRA agents, jumped right over Mockingbird and shot a web at the HYDRA agent's face, then she yanked his gun out of his and smashed it.

"You webbed me right in the face?" the HYDRA soldier asked, bitterly as he chuckled. "Big mistake on your end, kiddo! Now you're gonna get it!" he bellowed, as he charged at her.

"Bring it on, barf face!" Kaite dared,

"Why you!" the HYDRA soldier said, as he kept on charging and other ones fallowed him to attack her. One tried to get at her from behind, but she dodged it and shot a few web-lines and yanked them into the air, spun them around in circles. After she landed on her feet, she used a standing side kick on tw of them, punched a few more in the jaw, knee kicked one in the gut, and yanked another down with her webbing. One of them tried to shoot her, but she jumped out of the way and clings herself to a nearby wall. Coulson's team was amazed by how she did all that. Kaitlyn, now calling herself Arachnid then took the last one in the room down with move she saw be used before. She hit him perfectly in the chest and then she removed his helmet and punched his eyes and nose. She got up and turned around denoting that the room was all clear.

 **(Song ends)**

"Holy shit." Lance said, feeling impressed. "She took them all down without even breaking a sweat."

"Incredible." Fitz added.

"Marvelous." Simmons agreed.

"Katie, that was badass." Mockingbird said, as she shook Arachnid's hand.

"Nice one, luv." Lance added.

Coulson stepped out from behind the barrier he made, "Great job Katie." Coulson said.

"Thanks guys!" Kaitlyn responded.

"I guess we didn't see that one coming." Fitz said.

"No, we really did not." Simmons added.

Just then, they saw noticed that something was rattling the air vent. They turned their heads and waited for whatever came out, and it turns out it was Scarlet Spider, Spider-Woman and Kid Arachnid who had just been navigating the ventilation systems of the building.

"Hey, guys!" Scarlet said. "Did we miss anything out?"

"Scarlet Spider, Kid Arachnid and Spider-Woman. How long we're you three in that air vent?" Coulson asked.

"What do you mean how long were we in there?" Miles said, complained. "We just got here!"

"Chill out, Miles." Scarlet, reassured the spider from another dimension.

"Sorry. Just worked up a little." Miles said, apologetically.

"It's alright, Miles." Coulson said, understanding the boy. "We were still in a state of shock when Kaitlyn Rogers unveiled her spider powers."

"Spider powers?" the three of them asked in unison.

"Yeah." Coulson replied.

"Okay, that was totally weird." Spider-Woman said, as she got a good look around the room.

"Most likely, yes." Simmons said, agreeing with the redhead Symbiote girl said.

"How are Quake and Sparkplug doin'?" Miles asked, as he went over to the unconscious Inhumans.

"They're unconscious and powerless for the moment due to an Anti-Inhuman weapon that HYDRA used on them." Kaitlyn said.

"Okay. Now that we're all here, how about we give Spider-Man and the others a hand to kick some super villain asses, free everyone here Mesmero's mind manipulation and force that bastard to switch Spidey and Widow back to their original bodies?" Scarlet asked.

"Sure thing, Scarlet Spider." Coulson agreed to that, and they all raced over to a spot where Spidey might be in.

* * *

Outside the Triskellion, Black Widow (in Spider-Man's body) was still going at it with Yelena Bleova, Falcon was assisting She-Hulk with taking down more HYDRA agents and some of their Hulkbuster units, Red Hulk, Skaar and A-Bomb were doing their best to bring Devil Dinosaur to his senses. Hulk got knocked to ground by Abomination and The Leader, but did his best not to lose the fight.

"What's wrong, Hulk?" Leader asked. "Having trouble taking on the two of us at the same time?"

"Shut up, you idiot!" Hulk shot back. "Your insults are only making me more angry!"

Abomination went and hit Hulk in the jaw. "Like I care you fool!" he said.

A-Bomb got onto Devil Dinosaur's head and began pounding it.

"D.D. snap out of it! Stop!" he said, but Devil threw him off his head, causing him to fall on his back.

"It's no use trying to snap him out of it, Rick!" She-Hulk said. "We'll have to put him down to sleep, or at least get Mesmero to do it!"

A-Bomb thought that idea was crazy, but it might be crazy enough to work. "Okay, maybe you're right!" the blue boy said.

Red Hulk kept on using his pistols to blast some HYDRA agents away. "Which means we gotta smash through those puny HYDRA clowns and that stinkin' Sinister 6 too!" he said.

"Skaar slash bad guys for Dino!" Skaar said, as he waved his sword around against the HYDRA agents.

Natasha was doing her best to get the better of Yelena, but was having a little bit of trouble trying to get her to fall on her back. "Face it, Natasha! You can't vin!" the blonde Russian said, as she grabbed her from behind. "I vill kill you and take my rightful place as the one, true Black Widow!"

Natasha elbowed Yelena in the ribs and tossed her to the ground. "Over my dead body, bitch!" she said, again. "Or better yet, I'll go through it with this one." she then shot a web-line from her wrists and yanked Yelena over to her, and punched her in the gut.

"You'll go through me with Spider-Man's vebbing! Ha!" Yelena scoffed. "Don't make me laugh!"

"Oh, you're not laughing, Yelena. I am." Natasha said, slyly as she flung herself over to Yelena's face to knock her out with one punch. "She'll be temporarily knocked out, but not for long." Natasha then looked at Falcon who took out the HYDRA soldiers below him, next he used his feather darts on them to bound them to the ground floor. "Falcon, you finished taking them down?" she asked.

"Yeah, but there will be more when we get inside!" Falcon said, zooming past them.

"Then we'll have to take that chance!" Widow said. "Now come on! Let's join Spider-Man and take the fight to Red Skull, Mesmero and the Sinister 6!"

"But what about the Hulks?" Falcon asked.

Hulk held up his defense against Abomination and Leader. "Just go! We'll catch up with you two!" Hulk said.

"We'll join you after we kick their asses!" Shulkie said.

"Okay, we're goin' now!" Falcon said, as he and Widow (in Spider-Man's body) went inside the Triskellion to meet up with the web-head and anyone who was not hypnotized by Mesmero.

But just as Yelena was about to pursue them, she was haled by some kind of shuriken. She looked behind her and saw a young man dressed in a blue outfit with the American flag on his shoulders riding on a hover board. He had a a mask covering his face, except for his hair. And with him was Iron Patriot. The two of them whisked past Abomination and hit the Leader off of his platform.

 **(A/N: I had to make an alternate American Son outfit for Harry Osborn. This one was inspired by the outfit he had as the New Goblin in the Sam Raimi Spider-Man trilogy.)**

"Hey guys! We're just flyin' through!" the boy said.

"We're here to settle the score with Octavius who nearly destroyed our family!" Iron Patriot said.

"Family?" Hulk asked, as Iron Patriot lifted up his mask, and the boy on the hover board's mask retracted revealing the faces of the Osborn man and his son.

"NORMAN AND HARRY OSBORN?!" Hulk and Widow (in Spidey's body) exclaimed.

Leader got to his feet and got a good look, as he recognized the man in the patriotic Iron Man suit. "Revenge against Octavius? Ha!" he scoffed. "How feeble minded are you, Norman? You're still holding a grudge against him because he turned you into a Goblin-like monster?"

"SHUT UP, STERNS!" Iron Patriot said, as he shot a laser blast at him. "Hurry up and let's dispose of them, Hulks! We're running out of time!"

"I couldn't agree more!" Hulk said, agreeing with what Norman said. "TIME TO SMASH!" And so Iron Patriot and his son zoomed to join the fight.

* * *

Back inside the Triskellion, Spider-Man (in Black Widow's body) along with Iron Fist, Power Man, Nova, White Tiger and Squirrel Girl kept going through the building until they reached Nick Fury's office, but it was then that they were intercepted by the Sinister 6: Kraven, Electro, Beetle, Scorpion, Lizard and Rhino, who looked a whole lot different from Alex O'Hirn.

 **(Just Got Wicked by Cold plays)**

"Uh oh, it's the Sinister 6!" Spidey said. "And they got a brand new Rhino as well!" he pointed.

 **(A/N: I'm using the body Rhino had in Spider-Man The Animated Series)**

"That's right, web for brains!" Scorpion insulted. "We got a new Rhino to replace that whimpy old one, and as a bonus, he's strong enough to break every bone in that new body of yours!" he taunted.

"Oh please!" Spidey said dryly. "Don't hate me because I'm beautiful now."

White Tiger was not impressed. "Seriously, Spider-Man?" she asked. "Did you really have to say that?"

"You had to ask, didn't you Ava?" Spidey countered.

"Well, sorry!" White Tiger shot back.

Power Man let out a grieving sigh. "Ugh! Must you two argue at a time like this?" he asked.

"Yeah, you're friend is right, cut the crap out so we can kill all six of ya!" the new Rhino said, getting their attention.

"My thought's exactly, comrade." Kraven said to the new Rhino. "Because we are going to cut off all of their heads and make trophies out of them!"

"In this body? I don't fucking think so, fellas!" Spidey said, as he looked down at the body he was in, but refocused on the villains in front of him. "Go get 'em, guys! I got the Lizard!" he ordered as they all ran at them.

Power Man duked it out with the new and improved Rhino. "Okay, Rhi-newb! Let's see what you got!" he said, getting ready to fight.

"Gladly!" Rhino said, as he charged at the hero with unbreakable skin, and Power Man locked up with him the way a wrestler would.

White Tiger had been waiting for the day she would get her claws on Kraven and get justice for her father, the previous White Tiger. "Looks like I'm going to skin that beautiful fur off you after all!" Kraven said, tauntingly.

"Don't count on it, Kraven." White Tiger said, as she pounced at him and began scratching his face.

Iron Fist went to fight against Beetle and Nova went after Electro.

"It looks this is between you and me, Beetle." Iron Fist said, "May the best fighter win."

"I plan to." Beetle said back to the Kung-Fu master. And so, Iron Fist slammed his fist against Beetle's mask and then went for his leg.

"I call dibs on Electro!" Nova remarked.

"Oh, your calling dibs alright!" Electro taunted, as he shot his electrical energy bolts at the human rocket. "Dibs on getting shocked!"

Nova was quick to dodge the blast the electric powered villain. "Whoa! Holy shit!" he said.

Squirrel Girl was getting ready to attack Scorpion, much to the villain's chagrin. "Aw, c'mon! I gotta fight Squirrel Girl!?" he complained.

"What's the matter, Scorpy?" Squirrel Girl taunted. "Are you scared of getting beat up by little old me? I think you're chicken!" she insulted the villain.

"Why you!" Scorpion felt like Squirrel Girl hit a nerve. "I'll show ya who's chicken when I get done with you, brat!" he shouted, as he swung his tail at her, she did the same thing to his face after she dodged his tail.

Spider-Man (in Black Widow's body) was doing all he can to get the better of the Lizard, and to find a way to turn him back into Curt Connors. "Sorry I have to stop you Doc, but it's for your own good!" he said, trying to block the Lizard's jaw from seeping onto his shoulder. "And try not to sink your teeth into this body while you're at it because it belongs to Black Widow. And I really like it too!" Nova just stared at this with a bland face, while everyone else was amazed by that so much they mouthed a gape. As did the villains. "What, I really do!" he said, only to get whack by the Lizard's tail.

"Moron!" Nova insulted.

"Shut the fuck up, Nova!" Spidey countered.

"YEAH!" Iron Fist, Power Man, White Tiger and Squirrel Girl said in unison.

This made Nova huff and puff. But, oddly enough, Scorpion agreed. "Uh, yeah. What they said." he added.

This made Spidey shocked. "Awkward!"

"Yeah, it is." a female voice said.

"What?" Scorpion turned around and got backfisted in his kisser by Black Widow (in Spidey's body) as the fight resumed. Falcon followed her in there and used his feather darts on Kraven and Electro.

"Oh, hey, Black Widow!" Spidey said, feeling like he was about to become Lizard's chew toy again, but he turned the tide and shoved the creature off of him. "Nice of you and Falcon to join us."

"Same here." Widow said, as she blew a kiss to Spidey, making him blush.

Squirrel Girl was impressed by how Widow entered. "You sneaked in here like a ninja, and then POW! Right in Scorpion's face!" she said. "Awesome!"

"Hey, I'm a spy and one of S.H.I.E.L.D.'s top agents." Widow said. "That's what I do, besides being a superhero."

Widow and Falcon turned their attention to one of the villains in the room. "Hey, aren't you the new Rhino?" he asked. "Because, you look different from the last one."

"Yeah, only I'm better than the little weakling who got cured back into a human being again!" Rhino bragged after he rammed Power Man.

"Whoa! Damn, you're strong!" Power Man said, as he got back up. "Yo, Falcon! Tag team?"

"Way ahead of you, Power Man!" Falcon agreed and the two of them went for a double team move on the big gray felon. Falcon used his feathers and then he sent Redwing, his mechanized bird to stall Rhino.

"Ha! Is that the best you can do?" Rhino taunted.

"Not even close!" Falcon said.

"But my fist is!" Power Man said, as he punched Rhino in the jaw and knee kicked him in the horn on his head.

"Ha!" Rhino said, feeling ready to go at them again. "That's more like it! Now come on!" he said, signaling them to 'bring it'.

Iron Fist continued to confront Beetle, who was using his own martial arts. "Impressive technique, Beetle." the Kun Lun student said, as he gathered his focus and charged up his fist. "Now, I'm going to resort to one of my special moves." he ran at the villain.

"Oh, vomit buckets!" he cursed himself.

"SPIRIT OF THE DRAGON!" Iron Fist used some form of spiritual attack, and knocked Beetle up into the air, and then as Beetle landed back on the ground, Iron Fist went for another special move.

"Damn, that was bright!" Beetle stated.

"Oh, there's more. FISTS OF FURY!" Iron Fist shouted, as his hands filled with Chi again, but this time he used both of his fists to knock him into the air, but he landed back on his feet. "Hmm, quite persistent, aren't you?" he wondered.

"Damn straight!" Beetle countered.

 **(A/N: Those were moves Iron Fist used in Marvel Vs Capcom 3. I really want to get that game.)**

Nova was still having his hands full with Electro, who kept on zapping at him with his electric blasts, which did not it him at all.

"Seriously, Electro. You can't even hit me, much less shock me!" the human rocket taunted as he flew around Electro until he finally got hit.

"Gotcha, Nova!" Electro said, as one of his blasts hit the boy. "That big mouth of yours just got you into a world of shit!"

"Oh, yeah?" Nova then fired his blasts and so did Electro, however the force of the blasts was so strong, it caused both of them to be knocked back into the walls. "Woah! That blast collusion we did was totally mind blowing."

"Yeah, totally cool." the electrical villain said.

"Good." Nova shot Electro with his Nova Blasts. "In your face you electric retard!"

Electro was enraged by that statement. "Why you!" he said, as he shot back at him.

"Ow!" Nova winced. "Me and my big mouth!"

"No one calls me a retard and lives!" Electro shouted. "YOU'RE DEAD MEAT PUNK!"

"Bring it on!" Nova said, as he continued to fight off the electric powered villain.

White Tiger gave it her all to get the best of Kraven, as she kept dodging his daggers and kicked him to the side of the neck and kept attacking him in full fury.

"Well, I got to say, White Tiger. You're even more aggressive than the last time we fought." Kraven taunted. "I like my animals aggressive. That makes me even more deadlier and ruthless."

"News flash Kraven: you're fucking with the wrong animal!" White Tiger snarled, as she kicked him in the ribs.

"I disagree." Kraven got out his crossbow and began to shoot at her, but she dodged them anyway.

Squirrel Girl and Black Widow (in Spider-Man's body) were doing a good job getting the better of Scorpion, who kept using his tail on them.

"What's wrong Scorpion? You getting your ass beat by girls like us?" Squirrel Girl taunted, as she mentioned her and Widow.

In her thoughts, Widow said, "And here I thought Spider-Man was the quippy one. Hmm, guess not."

Scorpion was so enraged by this. "Alright, ladies! Playtime's over!" he shouted. "THE KID GLOVES ARE OFF!" He shot some acid out of his tail, which the female heroes dodged.

"Excuse me but mind if I kick in?" a voice said, as Scoprion turned around and saw Mockingbird coming at him and kicked him in the face, sending him right into the wall.

"Ah! You bi..." Scorpion nearly insulted the blonde woman, only to get hit by her staff.

"Ah, ah, ah! No need to be sexist with the B word pal!" Mockingbird taunted.

"Oh, hey, Mockingbird!" Squirrel Girl said, feeling happy to see her.

"Hey Squirrel Girl." Bobbi said back to her.

"Bobbi, where are Coulson and the others?" Widow asked.

"Right behind you, along with Scarlet Spider, Spider-Woman and Kid Arachnid." Coulson said, as Widow looked behind her and noticed the Coulson and his team was already there.

"Perfect Timing guys!" Spidey said, as he socked Lizard in the jaw. "I'm still adjusting to being in Black Widow's body while dealing with Lizard at the same time! Especially when this body is just as agile as mine!"

Miles was a little bit freaked by this rovltin' development. "Okay, am I the only one freaking out by hearin' Spider-Man's voice comin' out of Black Widow's mouth?" he asked.

"Nope." Spider-Woman said. "I'm just getting used to seeing weird stuff in my life."

"Where are Quake and Sparkplug?" Spidey asked.

"Unconscious with their powers neutralized thanks to an Anti-Inhuman weapon HYDRA built." Coulson replied. "They'll be alright."

Fitz got his kit out and pulled an injection gun out. "And, we got the antidote for Dr. Connors." he said.

"That's good to know, Fitz." Spidey said, as he began to plan it out. "Widow, you, Scarlet, Miles and MJ help me restrain the Lizard so Fitz and Simmons will inject the antidote into Doc Connors. The rest of you will give Power Man, Nova, White Tiger and Squirrel Girl a hand with the rest of the Sinister 6. And try to stay alive, because these guys are no pushovers!" he ordered.

"You're telling us!" Mack said, as he partnered up with Power Man and Falcon.

"Sweet Christmas!" Power Man said.

Scorpion was utterly annoyed by Power Man's catchphrase as the other members of the Sinister 6 got back to their feet. "Must you keep saying that shit?!" he complained, only to get punched in the eye by Power Man.

"Shut up chump!" the boy in yellow, black and silver said. "It ain't my fault that my catchphrase is better than you!"

Scorpion now felt really angry, "You know what?! Fuck this shit!" he said, bitterly. "Let's just kill 'em all!" he armed his tail, While Kraven got out a spear, Beetle armed his rockets, Electro charged up and Rhino revved his feet.

"Ha ha! Music to my ears!" Kraven said, as he tore away his coat.

"My ass!" Spidey said, sarcastically.

"Don't you mean, _my_ ass!" Widow asked.

"Language, Black Widow!" Nova said, only for Widow to get up in his face.

"Shut up before I go all dominatrix on you wearing bunny ears." Widow hissed, making the Human Rocket squeal with fright.

The very thought of it made Nova have a horrifying fantasy about Widow tying him up, and hitting him with a whip, dressed in a leather costume wearing bunny ears on her head, laughing insanely. "AHHHHHHHHHHH! No! Not the bunny ears!" he screamed. "Anything but that!"

"Okay, guys, let's get to it!" Spidey refocused everyone's attention on the task at hand. Spider-Woman, Kid Arachnid, Scarlet Spider and Widow got to restraining the Lizard, which was not so easy a task. He tried swishing his tail around, but to no avail, which gave a window of opportunity for Leo and Jemma to inject the antidote into the Lizard. He shoved them away though but Spidey used Widow's glowing batons on him in order to knock him out. Power Man, Mack and Falcon all triple teamed Rhino, Squirrel Girl and her little friends along with Mockingbird got the better of Scorpion, Nova and Lance Hunter got to lay-eth the smack-a-down on Electro, White Tiger nearly got trampled by Kraven until Arachnid shot her own webbing in his face, making perfect time for her to knock him down and Coulson started helping Iron Fits neutralize the Bettle.

 **(Song Ends)**

"Well, guess that takes care of them for now." Spidey said, wiping his hands off.

"Are you two alright?" Scarlet asked.

"I think so." Widow answered.

"Long story short, Mesmero used his powers to cause us to switch bodies." Spidey added.

"We already knew." Coulson stated. "Scarlet told all of us what happened to you both."

"I was there last night in the park when it happened." Scarlet told them.

This stunned both the switched Spiders. "But why?" Spidey said.

"It doesn't matter why I was there. It's pointless to discuss it right now." Scarlet said. "All that matters right now is that we need to beat the bad guys, get Mesmero to switch you two back and free everyone from his mind manipulation."

"You're right, Scarlet. We still got a job to do." Spidey said, as he turned his head towards Nova. "As long as buckethead over here stops staring at Natasha's body, of which I am still trapped in."

"Sorry!" Nova said, letting out a grieving sigh. "I got distracted by Black Widow's huge boobs." he admitted, causing everyone to give him the stink eye, while Mockingbird rolled her eyes and shook her head. "What? They're really huge!" he remarked only to get kicked in the gut by Black Widow (in Spider-Man's body).

"I'm warning you, buckethead." Widow hissed, reminding him of that horrible fantasy he didn't want to have.

Kaitlyn cleared her throat and got ready to break the ice. "Excuse me guys, but don't you think that..." she asked but got stopped by Phil.

"Oh sorry Katie." Phil said, before he introduced the new female Spider. "Everyone, this is Kaitlyn Rogers, who is currently taking on the identity of the Astonishing Arachnid."

Mile felt a little jealous. "Hey, whoa, whoa, hey!" he said. "If she's the _Astonishing_ Arachnid and Spider-Man is Spider-Man, err, Black Widow or whatever, then what does that make me?" he complained.

"We'll discuss it another time Miles." Spidey said. "Right now, we resume our task of taking down Mesmero, Red Skull and Doc Ock! So, let's get a move on!" he said, they agreed and they all bolted off to Nick Fury's office.

* * *

Just then, Scarlet heard a beeping sound coming from his wrists. He looked at his 'watch' and saw a message.

"Aw, crap baskets! At a time like this?" he moaned.

"What is it, Scarlet?" Spidey asked.

"Oh, I just got a message on my wrist device. Someone anonymous sent it to me and now, I don't even have a clue on who sent it to me." Scarlet replied to them.

"Wait. Where did you get a smart watch?" Kid Arachnid asked, feeling bewildered. "That looks so fancy and modern like one of those iWatches that's been sold worldwide." he soon went from bewildered to impressed.

"It's a long story, Miles. I'll tell you more when I get the chance..." Scarlet looked at the message he just opened. "You have got to be messing with me." he said, to himself.

"What's wrong?" Widow asked.

"Someone's been imitating an asshole named Truman Marsh." Scarlet said, revealing a name that Black Widow was familiar with.

"The Government stooge that nearly destroyed the entire world and bullied us Avengers just because we're doing our best to protect the people that live in it?!" Widow asked, venomously.

"Yeah, that guy, but he was imitated by an impostor out of the blue." Scarlet stated. "Sorry guys, but I gotta bolt."

"No wait!" Spidey tried to stop him. "You said you were gonna help!" he complained.

"Yeah, I did!" Scarlet shot back, carefully. "But I'm needed at Avengers Tower where the impostor posing as Truman Marsh is right now! Don't worry about me!" he re assured, as he ran and shot his webbing. "I'll come back after I take care of him! Go on without me!" and so off he went to confront the impostor.

"But Scarlet..." Spidey begged for him to turn around, but Widow stopped him.

"Worry about him later, Spider-Man." Widow patted Spidey on the head, even if it was her's that he was trapped inside of. "We need to get to Fury's Office and confront those bastards."

"Wrong!" a voice said, as more HYDRA goons showed up, with their guns held high. "This is a far as you go! YOU SHALL NOT PASS!"

Spidey let out a frustrated sigh, "Oh, great, more of those damn HYDRA bastards?" he complained.

"Damn!" Mack said. "They always have to do that adding and multiplying while we're subtracting and dividing them all!"

"You're damn right we are punk!" the HYDRA goon said, about to fire his gun. "And it looks like it's back to the old drawing board for you!" but just then Spider-Woman used her Symbiote tendril to knock them back and swipe their weapons to smash them into pieces. "Ah! Fuck!"

"Yeah, for you HYDRA buttholes!" Spider-Woman said, as she used some webbing bullets on them and got them in the face, while Kid Arachnid used his electric fists on them.

Spidey seem somewhat impressed by his childhood friend's improved combat moves. "Mary Jane, what are you..." he was stopped mid-sentence.

"You guys go!" Spider-Woman said, instructing them to carry out the plan. "Kid Arachnid and I will keep 'em busy, Spidey! You and Black Widow still gotta switch back to your own bodies, remember?"

"Yeah, she's right!" Miles said, as he turned his head to the body Spidey was trapped in. "And judging by the size of Natasha's tata's, she might wanna consider gettin' a reduction before her body'll end up givin' her a backache." he then back-flip kicked a HYDRA soldier, only to get yanked by the ear by Natasha. "Ow, my ear!"

Natasha squeezed on his ear very hard. "Watch what you say about my body, young man." she wagged her finger. "Otherwise, I'll pull that ear of your's out of your socket." she hissed venomously.

Spidey panicked and said, "Easy there, Nat! That's my Spider strength your using on him!"

Natasha took a deep breath in and blew out. "Yeah, you're right! I'm sorry!" she apologized.

"That's better." Spidey said, letting out a sigh of relief. In his thoughts, he said, "Man, Natasha nearly used my Spider strength to pull Mile's ear clean off. I'd hate to have to explain _that_ to his mom."

"Good. Now get moving!" Spider-Woman said, as her and Kid Archnid got to beating up the HYDRA soldiers while the switched Spiders, Web-Warriors and Coulson's team were about ready to got to Fury's office.

"You heard the lady, let's go!" Coulson said as the all bolted.

"Join us when you're through!" Spidey shouted back to them, as he ran off. "C'mon, Nat! Let's kick some ass and get our bodies back!"

"Right behind you, hun!" Widow said, as the two of them began holding hand's while they were running.

"Good luck guys!" Spider-Woman added, as her allies went to get back to the way they were before.

* * *

When Scarlet Spider arrived at Avengers, F.R.I.D.A.Y. let him in and in the training room stood a young man who looked Hispanic in origin. He had short black hair, brown eyes and was dressed in a black outfit with red on the upper parts and silver on his abs, biceps and elbows. This was Dante Pertuz, also known as Inferno, he was an Inhuman who can generate the power of fire, and when he really needs to gear up for battle, he turns into a lava golem.

"Hey, Scarlet Spider!" he said, greeting him.

"Inferno?" he wondered. "What the hell are you doing here?"

"I'm here to give you a hand in dealing with the bogus Truman Marsh who's been running roughshod around here." the Spanish-American Inhuman stated.

"Good timing, Dante! Let's do it to it!" he said, as the two heroes raced to find the impostor. "So, is there anyone else who could be willing to help us catch the phony Truman Marsh?"

"As a matter of fact, yes." Dante said, "Let's see if their available." Dante said, pressing his new comm-link on his wrist to see who he could gather.

* * *

By the time our heroes got to Nick Fury's office, they saw him injured and bound to the chair while Red Skull, Doc Ock and Mesmero were in there as well, and they felt startled when the cavalry came barging in.

"Today's forecast is a severe rain of party crashers!" Spidey said, putting his fists up.

"Ah, it seems zhat you've arrived in time for all of you to sign your death warrants, facing superior beings like myself!" Red Skull taunted as they all stood battle ready.

"Wrong, bonehead!" Widow shot back. "We're here for payback!" she pounded Spidey's fists together.

"Party's over, chumps! This is personal!" Spidey added.

"Indeed it is personal, Spider-Man." Ock said, feeling cocky. "And I'll be more than pleased to make sure that your switch with the Black Widow is permanent."

"Shut up Ock!" Spidey countered, verbally. "I'm getting sick and tired of your constant crap!"

"What?! How dare you!" Ock yelled.

"Enough!" Fury broke his silence. "You're givin' me one helluva migraine with all of that constant voice raising!" he shouted, before feeling a little bit of pain in his body.

"Looks like I'll have to buy you some asprain when this is over, Fury." Spidey said.

"Spidey, not helping." Natasha whispered to him.

"Aw, man!" the web-head complained.

"Spider-Man? Romanoff? What happened to you two?" Fury wondered. "Did you two switch bodies?"

"Yep, they did." Nova pointed out. "Spidey's one lucky guy being in a body of a hottie like Black Widow." the switched Spiders gave him the stink-eye again. "What? He is!"

Spidey deadpanned." Ugh! Could someone please pass me the duct tape so I can stick it to Nova's lips and Doc Ock's mouth?!" he demanded. "And no, it's not that hormonal imbalance thing."

"Wow. Sorry." Nova huffed.

Fury realized that part of what Nova answered was true. "Mesmero? You did this to them?!" Fury demanded an explanation.

"Of course, you bald headed baboon!" Mesmeron insulted the S.H.I.E.L.D. Director. "I thought about letting Spider-Man get in touch with his feminine side."

This sort of comment left the web-climber very angry. " _MY_ feminine side!? _YOU_ try having huge boobs on your chest!" he shot back. "It's attracting all the attention to me from everybody, including White Tiger!" he mentioned before turning his head Fury. "And believe me, you don't wanna know."

"Yeah, I really don't." Fury firmly stated. "Anyway, beat these damn fools down and get me untied!"

"Coming right up, Fury!" Spidey said as he and the others ran over to help him, only to get ambushed by the hypnotized Avengers, Melinda May and Yelena Belova, who had recently went in after them while Hulk and his Agents Of S.M.A.S.H. were busy helping Iron Patriot and American Son fight against the Leader, Abomination and the brainwashed Devil Dinosaur.

"Not so fast, govnyuk!" Yelena said as she insulted the teenage boy in a woman's body. "Ve're not finished yet!"

"Damn straight, we ain't!" a voice said behind them, revealing itself to be Scorpion, Rhino, Kraven, Electro, Lizard who gad gotten back on his feet and Beetle who had followed them after they were knocked out. "Looks like we're gonna have all of your stinkin' heads rollin' all over the ground!"

"Which is why I've brought a machete with me!" Kraven said, pulling said weapon out of his holster.

Electro charged up his fists again, "Your all dead meat now! DEAD MEAT!" he shouted.

"Ve have you all surrounded!" Red Skull tuanted our heroes. "It is pointless to fight back!"

"Surrender Spider-Man! It is the only logical thing to do." Ock said, trying to force

"Dude, you're making the ghosts spin in their graves!" Spidey hissed.

That left Otto disgruntled. "Then I'll dig another one with your name on it!" the madman with the tentacles said.

Widow (in Spidey's body) blocked Otto from approaching her boyfriend any further. "With _his_ brain in _my_ body? I don't think so, mister!" she fired verbally.

"Zhen, let's agree to disagree." Yelena said as she readies her pistols and was about to shoot the swapped Spiders but then Abomination came flying through the wall and landed right on his back.

"Abomination, vhat is zhe meaning of zhis?" Red Skull demanded an explanation.

"We are, Red Skull!" a voice said, as the smoke cleared and in stepped Hulk and She-Hulk. "And we're here to even the odds!"

Spidey and Widow felt relieved to see the jade smashers come to the aid of their allies. "Sorry about the wall, Fury." Shulkie said, apologetically. "I guess we get carried away with the smashing and smashing and smashing and sma..."

Spidey stopped her mid-sentence, "Okay okay, Shulkie! Cut it out!" he said. "You make it sound like someone's having sex!"

She-Hulk felt embarrassed by the way she acted. "Sorry! I couldn't help myself! Sheesh!" she said, countering Spidey's tone.

Abomination got up to his feet and let out a guttural roar. "I'll break every bone in your bodies for this, Hulks!" he shouted.

"Speaking of vhich, you've given me a fascinating idea." Red Skull said to the scaly villain, he then turned his head to the hypnotist. "Mesmero, svitch zhem!" he ordered.

Mesmero chuckled and clucked, "With pleasure, Red Skull." he activated the hypnosis stone on his head, and Spidey was afraid of this.

"Uh oh!" he said, getting ready to warn them. "Hulk, Shulkie, Get away form..." he was stopped in mid-sentence by Mesmero.

"Too late!" Mesmero said, as he his Hypno eye got to the two Hulks. "I already got them!" Mesmero laughed evilly.

By the time the Hypnosis eye on Mesmero's head stopped, both of the Hulks felt a little discomforted. "Ah! My head! Did Mesmero do what I think he did?" Hulk asked, but felt as though something was completely off. "I feel a little slim but still huge." he then looked down at himself. "And, why do I have...boobs?"

She-Hulk also felt groggy, but tried to regain her composure. "Okay, would somebody give me an aspirin?" she asked. "Mesmero just gave me a head...ache?" she soon noticed that her voice was coming out of the body of her own cousin and vice versa.

This made Falcon shocked with disgust and weirdness at the same time. "Aw Hell no!" Falcon said. "That's just downright a whole lotta wrong!"

The two Hulks got a look at each other.

"Jen?"

"Bruce?" they both asked each other, before they screamed at the top of their lungs.

"Ah! I'm you and you're me!" Hulk (in She-Hulk's body) said, before turning his head to his allies. "What happened to us, Spider-Man?"

"Aw, man!" Spidey panicked. "Mesmero made you two switch bodies!"

"Switch bodies?" Hulk and She-Hulk said in unison. "Oh shit!"

"No way!" everyone said at the same time.

"Sweet Christmas! Now we got switchin' cousins!" Power Man stated.

She-Hulk complained about this, "First it's Spidey and Black Widow! And now it's me and Bruce?!" she pointed out the situation.

"Crap!" Hulk said. "Betty's not gonna like this!" he then turned his head to the hypnotist. "Switch us back, Mesmero or I'll smash you with She-Hulk's hands!" he demanded, with that signature anger in his eyes.

"Not if I smash him first, big boy!" She-Hulk (in Hulk's body) said, as she got ready to pound Mesmero as well.

 **(High Roller by The Crystal Method plays)**

"Wrong!" Abomination said, as he kicked the now switched Hulk cousins in the faces, sending both of them flying back outside. "The only ones who are going to get smashed are you two instead!" he began dragging the swapped Hulks back outside of the building.

"Thor, assist the Abomination in destroying the Hulks!" Red Skull ordered the brainwashed Thunder God. "Ve vill deal vith Spider-Man and his fellow heroes!"

And so, the brainwashed Thor went off to deal assist Abomination in fighting the Hulks. Yet, Spidey wiped his forehead, "Whew! At least we won't be fighting Thor. That guy is strong." he remarked with a smile on Natasha's beautiful face, only to get slapped in the back of the head by her.

"No, Spidey." Widow said. "We got a lot of bad guys to deal with."

"I know that!" Spidey said, raising his voice. "I was talking about Thor!"

"Don't raise your voice at me!" Nat shot back.

"I'm not! I'm just..." he tried to finish the sentence, but was ultimately cut off by Red Skull.

"ENOUGH! DESTROY ZHEM ALL!" he yelled ordering the brainwashed Avengers, Melinda May and the villains.

"This is all your fault!" the two Spiders yelled at each other.

"Just shut up and fight them already!" Fury shouted at them both.

"SHUT THE FUCK UP FURY!" the swapped Spiders shot back, but got to fighting the villains, alongside Coulson's team and the Web-Warriors anyway.

* * *

As our heroes and their allies were busy dealing with the problem inside the Triskellion, A-Bomb, Red Hulk and Skaar had their hands full trying to snap their pet, Devil Dinosaur out of the spell he is under while Iron Patriot and American Son dealt with the Leader.

"Sorry D.D. but we'll have to..." A-Bomb nearly finished his sentence, but he was cut off when .

"Just shut up so we can knock him out for cryin' out loud!" Red Hulk said.

"I'll kick your annoying red hot chill pepper ass when this is over, Red!" A-Bomb argued.

"Up yours, you blue skinned piece of turd!" Red shot back.

Skaar placed his sword in the middle of them, drawing the line. "Bicker later, smashing now!"

"Alright, alright already, Shaggy!" Red complained.

"Triple whammy?" A-Bomb asked.

"Triple whammy!" Skaar replied.

"Fine! Triple whammy it is!" Red Hulk agreed, and the all went and hit the giant T-Rex with everything they had, and it was just enough to knock Devil Dinosaur out, and then he tipped back and forth until at last he fell down.

"Guess that takes care of the brainwashed Dinosaur problem." Red Hulk said.

A-Bomb went over to the now unconscious Devil Dinosaur, and pet his scales. "Sorry about knocking you out boy, but you'll thank us later."

"So, um...Who's next?" Skaar wondered.

"The Leader's next, Viking for brains!" Red stated, as the lot of them turned to Iron Patriot and American Son facing off with the man floating on the platform.

"Hey, Leader! How about we drop you on your big head?" A-Bomb taunted.

"I don't think so, blue boy!" Leader countered. "Take a lookity-loo and see what Abomination is doing to doing to your friends!" he pointed up at Abomination and the Hulk cousins falling out of the Triskellion and back to the outer workings of the place. After the three of them crashed onto the ground, the began fight against the scaly Gamma mutant again.

"Dammit!" Hulk (in She-Hulk's body) said, feeling like he couldn't control his balance. "I can't get around to adjust to this body's center of gravity!"

"Yeah, _my_ body's center of gravity!" She-Hulk (in Hulk's body) corrected. "I haven't gotten used to being you either you lunkhead!" she insulted her cousin, and then they broke into an argument.

"Shut up, Jen!" Hulk shot back. "That smart mouth of yours has gotten you into trouble more times than you can count!"

"Hey! My smart mouth has won more cases than all the variables that you counted genius!" Shulkie barked. "And I also have every muscle in my body to back up my words as well!"

Abomination took the chance go after them. "Jen, look out!" the green Avenger warned, but was too late. Abomination had already began fight against the jade giantess (in her cousin's body) and fought against her. "I gotta stop Abomination before he kills her!" Hulk said as he bolted off to confront his nemesis.

"Oh, I'm killing her alright! You will die with her!" Abomination bragged, much to Leader's frustration while Iron Patriot was getting the better of him.

"Stop gloating and finish them off you moron!" Leader said, insulting the scaly gamma mutant. "You're wasting valuable time!"

"Just shut up and quit rushing me, you big-headed numbskull!" Abomination countered with an insult of his own, making the Smasher's baffled by this.

"Who're you calling a numbskull, you imbicile!?" Leader shot back.

A-Bomb saw an opportunity and he and the Smasher decided to take it. "Let's take advantage of this while their bickering!" he said.

Red Hulk had a grin on his face. "Oh yeah, let's move!" he said, grabbing his guns and got ready to charge at the two bickering villains.

Skaar then looked up and saw the hypnotized Thor flying right at them. "Uh, oh!" he said, as Thor hit them with a lightning strike.

"Aw, man!" the blue boy complained. "Now we'll have to get through the mind controlled Thor? Shit!"

"This getting worse!" Skaar said.

"No shit, captain obvious!" Red Hulk remarked. "We can already that this situation is getting worse by the minute!"

"Yeah?" Hulk (in She-Hulk's body) said. "Well, I'd like to see _you_ put _yourself_ in _She-Hulk's_ body and dealing with what it's been through right now!"

"Aw, don't get Shulkie's panties in a bunch, greenie!" Red Hulk said, taunting the green rage monster (in his cousin's body), only to get whacked by Thor's hammer, and it also hit A-Bomb and Skaar before returning to the hypnotized Thunder God.

"Let's go down swingin' dudes!" A-Bomb said.

"Skaar ready to fight!"

"If we're goin' down, we're takin' him with us!" Red Hulk said, aiming his guns at the brainwashed prince of Asgard. He shot them at him, but they were deflected by his hammer. Thor was about to finish them off, but then a really big splotch of webbing came flying at him and got him in the face.

"Hey!" A-Bomb said, feeling the splotch nearly hit him and then, out of nowhere came Kid Arachnid and Spider-Woman to the rescue. Kid Arachnid used his bio-electric fists and Spider-Woman used her Carnage Symbiote to make a really big spike-ball and hit Thor with hit.

"What the hell!?" Red Hulk wondered as he did not recognize either one of them.

"Sorry, my bad, y'all, but we're running low on time here!" Kid Arachnid said.

"Who are you, kiddo?" Red Hulk asked.

"I'm Kid Arachnid, a Spider from an alternate universe." the younger Spider said. "So, how about you guys give Thor some licks before Spider-Woman knocks him out?" he asked.

"You guys have a Spider-Woman?" A-Bomb asked, feeling intrigued.

"Yep! That'd be me!" Spider-Woman pointed at herself. "I happen to be Spidey's childhood friend!"

"Cool!"A-Bomb said, as he, Skaar and Red Hulk all began to get a good look at her, much to her disturbed emotion.

"Okay, boys! You can stop gawking now!" the Symbiote girl said. "We have a Thunder God to KO!"

Kid Arachnid went after Thor ahead of the others, "C'mon already! We got a couple of licks to give him remember?" he said, getting their attention.

"Oh, I got a couple of licks to give him all right! A couple of good, hard-hittin' ones!" Red Hulk said, getting up to punch the Thunderer in the jaw, A-Bomb went into ball form and ran him over before hitting him in the knee while Skaar kicked him in the gut and punch him in the chest.

"Hey, Spider-Woman! We got him!" the blue boy said. "Now it's your turn!"

"Get a load of this, boys!" Spider-Woman used her Symbiote tentacle to whip the thunderer in the back and grab him by his foot, while Kid Arachnid used his electric fists again. Next the Symbiote girl made a wrecking ball and whacked Thor with it knocking him down. "Wow, I wasn't hard. Even though it wasn't easy either."

"Who cares?" Red Hulk said with a smile. "All that matters is that Thor is down for the count!"

"You two Spiders rock!" A-Bomb said, wrapping his arms around the two Spiders who wore black and red.

* * *

Back inside the Triskellion, Spidey, Widow, the Web-Warriors and Coulson's team kept on fighting against Mesmer, Red Skull, the hypnotized Avengers, Melinda May, Yelena Belova, Doc Ock and the Sinister 6. It looked like they were on the ropes until, Quake and Sparkplug arrived, recovered from the Anti-Inhuman weapon they were blasted with before.

"Quake, Sparkplug, you're okay!" Power Man said.

"Yeah, we're fine, Power Man." Sparkplug said. "Did we miss anything out?"

"Just that Scarlet Spider went over to Avengers Tower to stop a Truman Marsh impostor."

The two Inhuman S.H.I.E.L.D. agents were baffled by that, but refocused on the task at hand. "Okay, Power Man, I'll help you, Iron Fist, White Tiger and Squirrel Girl take down the Sinister 6." Quake said. "Lincoln, you help Bobbi, Falcon and Nova get the Avengers out of Mesmero's mind-control!"

"Got it!" Sparkplug agreed and went over to his fellow S.H.I.E.L.D. agents and the winged Avenger to try and snap Captain America, Hawkeye and Iron Man out of this mess.

Doc Ock and Yelena Belova were taking the fight to their respective enemies, while Spidey and Widow used the fighting style they had made while they were training at Avengers Tower earlier in the day. "Impressive display of fighting style and agility, Spider-Man!" Ock said. "But not superior enough to defeat me!"

Spidey felt disgusted by the way Doctor Octopus used the word that is currently haunting him. "Please! DON'T say the word superior!" he spat. "It's bad enough you were 99% close to ruining my entire life forever after what you did to me three days ago!" Spidey hissed right before Doc Ock shot his mech-arm at his new feminine body and threw him across the room.

"It would seem that I have finally gotten the better of you again, as usual!"

Spidey (in Widow's body) got back up to his feet. "Don't let it go to that shithole of a head of yours Ock, because I'll shove it up right where that brain of your will always have a place for you egotistical, narcissistic, obnoxious, self-centered, octoheaded motherfucker!" he threatened him by using an overload of insults.

"You'll pay for your insults Wall-Crawler!" Ock shot back.

"Hey, it's not my fault that you're the big booty of all my jokes!" Spidey quipped again, but then turned his head to Widow (in Spider-Man's body) who was doing all she could to get the better of Yelena Belova. "No offense Black Widow."

"None taken Spidey!" Widow replied. "Because I'd like to shove my foot up someone else's big booty!" she said, punching Yelena in the gut.

Yelena found this offensive. "My ass is not zhat big and fat like yours, you redheaded Russian cow!" she spat.

"Not only are you young and reckless, but you're also delusional, jealous and insane as well!" Natasha shot back.

"No, I'm not! You are!" Yelena countered as she nearly tipped the woman in the boy's body over, but she dodged with the enhanced reflexes she got after she switched with him.

"Looks like I'll have to put you in a straight jacket when this is over!" Natasha said, as she punched Yelena in the jaw again.

"No, you vill not!" Yelena got out her weaponry and Natasha aimed the web-shooters at the blonde Russian who wanted to replace her.

* * *

Power Man and Quake raced over to help Iron Fist, White Tiger, Nova and Squirrel Girl fight the remaining members of the Sinister 6. "Hey y'all! How you doin' beatin' the breaks out of these chumps?" he asked.

Squirrel Girl was getting bested by Lizard while her little furry friends nearly got chomped on by the mutated doctor. "Other than trying to keep my Squirrels from being eaten by the mind controlled Lizard? We're doing just fine!" she said.

"I'm good!" White Tiger said, as Kraven kept on swinging his machete at her, but she dodged it. "I'm just enjoying beating the crap out of Kraven again!" she added, feeling like she was enjoying beating him up.

"Which angered me much more!" Kraven said bitterly.

Scorpion was busy swinging his tail at Iron Fist who kept on using his whole Kung-Fu vibe to try and get the better of them poisonous villain.

"You spandex wearin' teenage punks pissed us off by kickin' our asses earlier!" Scorpion said. "Now it's payback time!"

"Forgive me for being blunt, Scorpion, but that is your problem. Not mine." Iron Fist stated.

"Why you!" Scorpion said, before shooting acid at the Kung-Fu user from K'un-L'un.

Quake went to confront Electro, and it looked as though he took a liking to her. "Heh, I'm surprised that S.H.I.E.L.D. had recruited very hot broads like you! Especially when she wears Nintendo controller gloves from the 90's!" Electro winked and clicked his tongue at the Inhuman hacker.

Quake rolled her eyes, brushing off the flirt by the villain. "Don't make me laugh, Electro." she said. "This isn't a video game, but it will be game over for you!"

"Oh that was the corniest crap I have ever heard!"

"Seiz the douchebag who can never get laid because he'll shock a woman to death!" Quake then kicked him in the gut.

"Oh yeah? Well, I'll shock _YOU_ to death!" Electro fired his electrical bursts on her, but she got out of the way.

"Eat this!" the Inhuman hacker used her tectonic sound waves to make and earthquake happen out of nowhere and pushed Electro back a little bit.

The electrical villain was not impressed. "Ha! It's gonna take a lot more than...Ah!" Electro got hit in the chest by the tectonic blast she fired out of her gloves. "Ow! That's a good strike you got their lady!" he winced in pain.

"Thanks!" Quake then went to fight him hand to hand, and boy was she about to punish him for his actions.

* * *

Falcon, Mockingbird, Lance, Mack, Arachnid, Sparkplug and Nova were busy trying all the could to snap the Avengers and Melinda May out Mesmero's mind controlling madness, but it would seem that they were having a hard time. Mockingbird and Lance Hunter confronted Hawkeye by having Mockingbird attempting to hit him with her staff, only for him to block with his bow, yet Lance shot him with his Icer gun. Falcon used his feather darts On Cap, but he blocked with his Vibranium shield and Iron Man shot at Sparkplug and Lance with his repulsor beams and Mack and Arachnid were trying to keep agent May down.

"Snap out of it, Cap!" Falcon exclaimed. "It's bad enough that you were changed into a werewolf in Transylvania by Nightshade, but the last thing we want is a brainwahsed Captain America doing HYDRA's dirty work!" he said, knocking the patriotic super soldier back. "Keep fighting Mesmero's hold over you on the inside while I do the same on the outside!"

Lance refocused his blasts from Melinda May to Hawkeye, and as he kept shooting his arrows, he realized that he was running low on firepower. "Bobbi, I'm using the last of my ammo, shooting down Hawkeye's arrows!" Lance said. "I don't know how long we're gonna hold out before he comes to his bloody senses!"

"We'll have to, Lance!" Mockingbird said, as she grabbed the acrobatic archer from behind. "Clint, I know you're in there!" she added, only for Hawkeye to clonk her in the cheek.

"Guess he's not listening to us, luv."

Mockingbird then had an idea. "Looks like we're gonna have to resort to this. The only way we know how!" she said.

"Really now?"

"Hell yeah." Bobbi said, as she threw a dart at the archer, causing him to be stuck to the floor. "Go help Mack and Arachnid take down May. I'll take care of Clint."

Lance was a little disgruntled about the very idea. "Are you sure? May is...well, y'know!" he asked. "A pain in my ass!"

"Yeah, I know but she's still on our side!" Bobbi said back to her ex. "I got this, now go!"

"Okay, okay!" Lance bolted over to the other two that were doing their best to get May out of Mesmero's scheme.

Bobbi then went after her old partner and ex-boyfriend. "Alright, Mr. Ex-boyfriend, let's dance!" Bobbi said, teasing the brainwashed Hawkeye.

* * *

Nova and Sparkplug were taking their chance to duke it out with Iron Man and Captain America. The human rocket and the Inhuman doctor tried to counter Iron Man's repulsor blasts.

"Havin' a blasting contest isn't helping." Nova said, denoting that his constant Nova Blasts were not gonna be enough. "I guess I'm gonna have to hit him with a Nova Bullet." He charged up his whole body and began to fly right at the armored Avenger, "Ready or not, here I...Oh crap!" Nova got blasted by Iron Man's unibeam and sent him into the wall. "Aw man! Now he's trying to take me out with that damn unibeam!" he complained as Iron Man flew over to him, charging his repulsors again.

"Look out!" Sparkplug warned as he shot his electrical blasts and kicked shellhead in the chest. This made Nova wide-eyed in astonishment.

"Whoa! Sparkplug, that was shocking! Literally!" Nova said, feeling impressed.

"He won't be down for long. Double team blast?"

"You got it, dude!" Nova agreed to the idea. "It'll be as awesome and the Black Widow's big ol'..." he was stopped midsentence when Sparkplug gave him a dismissive look.

"Let's just change the subject okay?"

"Sorry! My bad!" Nova said as he and Sparkplug got ready to do their double team blast.

* * *

Coulson was doing all he could to take down the Beetle as they were shooting each other down with their guns until they ran out of ammo.

"I guess we're done wasting bullets, Beetle." Coulson said.

"Sure does, Phillip." Beetle said back.

"I suppose we'll have to settle this the way it should be settled, hand to hand combat." Coulson added.

"Just like before." Beetle denoted. It was true, last time they fought each other, Coulson was acting principal of Midtown High when Spidey began training with S.H.I.E.L.D. and went out on a date with Spidey's Aunt May, much to his chagrin. But the wall-climber put his neurotic instincts aside and helped him put the beatdown on the villain. Coulson and Beetle got into a flurry of bare knuckle brawling combined with kickboxing and MMA.

"It seems that you still got it. Well, so do I."

Spidey was amazed by this as he kept dodging Ock's tentacles, and in his thoughts, "And that my friends, is Agent Phil Coulson at his awesomely best. Even if he takes his job seriously, he's still totally cool. Looks like Cap inspired him big time."

Spider-Man got interrupted by Widow. "Seriously, Spider-Man?" she sighed. "Are you narrating during the big fight scene at a time like this?" she broke the webhead out of his train of thought.

"Well, yeah. It's my thing." he defended himself verbally.

"Then stop doing that!" Widow requested.

"I strongly concur!" Ock said, zooming his bottom right tentacle at Spidey, grabbing him and sending him flying over to a bookshelf back first.

"Ow, my, I mean, Natasha's big ol' ass!" he winced in pain. "Sorry, guys." he clears his throat. "Back to fighting!" he turned his head to the Russian redhead (in his body). "Oh, and Black Widow, not helping!"

"Sorry!" Natasha apologized to her teenage boyfriend before refocusing her attention on Belova. "As for you Yelena Belova, not sorry!"

"Oh, but you vill be sorry for zhis alright!" Belova said, getting out her twin pistols and began shooting at her.

* * *

Mack was decked in the kisser by the mesmerized Melinda May and then Arachnid stepped in and the two got into a series of martial arts styles before Arachnid bested her with a roundhouse kick to the abdomen and a back flip kick to the face, knocking Melinda down.

"Damn, Katie! That was mind blowin'!" Mack said as he got back up to his feet.

"Thanks!" Katie responded back.

May flipped herself back to her feet and resumed her fighting stance.

"But this isn't over yet." Mack instructed to the super spider daughter of the patriotic Avenger.

"I know. i was just getting the hang of it."

"Excuse me, but mind if I cut in?" Lance Hunter said ad he ran over to their position and punched the mesmerized Agent May in the face. "Nothing personal but please lighten the fuck up!" May responded by kicking him in the face while doing a headstand. "I take it that's a no."

"Porbably not." Mack added.

"So are we gonna triple team on her? C'mon it'll be fun!" Katie asked, pounding her fist with her palm and feeling pumped.

"Yeah, why not." Lance said, agreeing to what Katie asked. "She's really enthusiastic, isn't she?"

"Yeah." Mack replied, as he and Lance restrained May by the arms, ready for Arachnid to deliver a flying cross-body right to her, knocking her down.

* * *

The Red Skull and Mesmero were a little worried about themselves.

"It appears zhat ve have overstayed our velcom, Mesmero." Red Skull said, denoting he did not want to remain for the rest of the battle. "Let's take Director Fury and go!"

Mesmero grabbed Fury by the waist and lifted him up to his shoulder. "It's a pity I won't be able to see Spider-Man's demise in Black Widow's voluptuous body but no matter!" the hypnotist Mutant said to the tied-up and injured director of S.H.I.E.L.D. "We'll go somewhere else and kill you instead!"

"And let me guess, you'll put a picture of my dead ass on Twitter and/or Instagram? I don't fuckin' think so!" Fury howled only for Mesmero to hit him in his one good eye.

"Oh shut up and move you one-eyed, bald headed bastard!" Mesmero said.

 **(Song Ends)**

Just then, Widow's new Spider Sense began to warn her of something that was happening behind her back.

"Spider Sense going berserk." she looked behind her and saw what Mesmero and Red Skull were doing. "Oh fuck! Spider-Man! Red Skull and Mesmero are taking Nick Fury and attempting to leave the Triskellion!" she informed her teenage boyfriend of what she saw.

"Then We'll have to end this struggle quickly." Spidey said, trying to defeat his enemy.

"Going somewhere you two? I think not!" Ock said, trying to block their path.

It was then that Spidey got a brilliant idea. "Natasha, double team maneuvers, now!" he instructed.

"Let's do it!" Widow responded as her and Spidey grabbed their enemy's and flung them into each other, and the Spider's grabbed each other's arms and jumped into the air, spin-flipped and gave both villains a double kick to the chest, sending them flying across the room and right over Fury's desk.

The two winced in pain and got back up to their feet. "I can't believe it!" Yelena complained. "Zhey somehow came up vith zheir own brand of teamwork and humiliated us!"

"No! This won't end this way!" Ock said, just as the swapped Spiders had them against a wall.

"Actually, it already is ending that way, Ock!" Spider-Man hissed, only for Ock and Yelena to switch things around.

"I'd rather take you _with_ me when I go down in defeat than go out in it alone!" Ock then shot a dagger out of one of his tentacles while Yelena got out a dagger of her own.

"Now die!" Yelena said, as her and Otto were about to stab the Spiders in the heart.

Spidey stopped them by shooting the Widow's Sting out of Natasha's gauntlets at the both of them before the switched Spiders finished them off with a powerful double punch to both Ock's and Yelena's faces, knocking them both unconscious.

"Now that's what I call killing two birds with one stone."

"It's not over yet, Pete." Widow said. "We still got 5 members of the Sinister 6 left to deal with." she pointed at the other villains.

"You're right on that one." Just then, Spider-Man got yet another idea flowing in his head. "Change into my red and blue Spider Armor and follow my instructions."

"What? Are you sure about this?" Widow asked.

"I hope so. Otherwise this whole Freaky Friday between us isn't gonna end well for us at all." Spidey said, solemnly.

"Okay, but you're buying dinner later on this week." Widow reluctantly agreed to the offer by making one of her own.

"Fair enough. Now hurry!" Spider-Man (in Black Widow's body) instructed as Black Widow (in Spider-Man's body) pressed the Spider logo on her chest and changed into the red and blue Spider Armor suit.

"Okay, what's next?" Widow asked, as Power Man got slammed in the chest by Rhino and went flying across the room.

"Whoa!" Power Man said when he hit the wall.

"Power Man!" the swapped Spiders raced over to him to help him up.

"Sweet Christmas! That big ol' animal just kicked my ass!"

"And now Spider-Man's next!" Rhino said, as he revved his feet and got ready to charge at the web-head, even though Spidey was in the wrong body.

Spider-Man was worried about what the animal would do to his girlfriend. "Black Widow, look out!" he shouted.

"Huh?" Widow looked to the side of her as Rhino charged her into the same wall as before. "Ah!" she winced in pain.

"Gotcha!" Rhino boasted. "Not so tough now, are ya?!"

Widow (in Spidey's body) got back to her feet and Spider-Man (in Black Widow's body) ran over to her. "Black Widow, are you okay?"

"Yeah, this armor of yours protected me from taking physical damage." Widow replied, as if she felt not pain inside her.

"Well, we built the armor to be durable enough to withstand the attacks of super strong beings like the Hulk, Thor and Rhino." Fitz stated, explaining how he and Jemma designed the suit.

"But be careful with that." Jemma added. "It can be slightly damaged if it takes too many devastating blows from them."

"You got it guys." Spidey said to the tech-wizards of S.H.I.E.L.D.. "I'll keep that in mind in the future."

"Now it's my turn!" Widow said, as she ran at the new Rhino.

"Target his knees! He has to have a weak spot!" Spider-Man pointed out.

"I'll try." Widow acknowledged as she went right at the villains knees as she kicked them, but it didn't seem to have any effect at all while he kept on running at the Russian super spy and . "I don't get it. I kicked him in the knees and he won't stop!"

The wall-crawler then halted everything. "Wait a minute! Since he's already charging for someone or something, it's hard for him to stop, slow down or change direction." he said.

"Then, I got an idea." Widow said, thinking of something. "Hey, hornhead! Over here!"

"Huh?" Rhino said, as he turned around.

"If it's Spider-Man's body you want to crush, then come and get it, buster brown!" Widow teased.

"Whatever you're doing Widow, be careful!" Spidey warned.

Black Widow hissed, "Don't make me web your mouth shut."

"Sorry!"

"Shut up!" Rhino charged toward Widow, but she dodged by jumping over him and he ended up breaking a wall, causing him to look at the bottom of the Triskellion. "Damn! I missed that bug!" he got a look at how high up he was. "Uh, oh, it's a long way down!"

"Power Man, help me push him all the way down from here!" Widow ordered.

"Hell yeah!" Power Man said.

"Hoo boy!" Rhino panicked as both of them sent him falling down from Fury's office all the way to the ground where let out a giant thud and a crater in the roof.

"Guess that took care of him." Power Man said, as he looked at the crater Rhino made.

"Yep, one down, four more to go." Widow said, as she turned around and saw Electro behind her.

"Starting with me!" he said, as he zapped her with his blast but it did not hit her at all. In fact, they faded away when they got close to her. "What the!? My powers didn't electrocute you?! How is that possible?!"

"It's Electro-Proof as well." Leo responded. "It's also capable of repelling Electro and changing him back from his electrical state to his human state."

"Widow, put him to sleep!" Spidey winked.

"Right away!" Widow ran at the villain.

"Oh shit." Electro said as Black Widow (in Spider-Man's body) grabbed him, placed him over her shoulders and dropped him with a knee to his face, and he powered down from his all blue electrical body to his green and yellow costume with the star-shaped mask.

Quake felt amazed by what was done to the villain. "Whoa! That was amazing!"

Iron Fist was still concentrating on defeating the Scorpion but made a request to the Russian Avenger. "Black Widow, since you're in the Spider Armor, care to join me in defeating Scorpion since I've softened him up?" he asked.

"Sure, why not." Widow accepted Iron Fist's offer.

"Cut his tail off first while you're at it!"

"No pressure." Widow activated the sword in the red and blue Spider Armor and she ran at the Scorpion themed villain as his tail shot acid at Iron Fist as he swung it around, which he dodged.

"Ha! Gotcha Karate Kid!" Scorpion said.

"Wrong! We've got you!" Iron Fist stated as Black Widow jumped right over to the villain's head

"HYAH!" Widow said as she waved the sword ***VAZWING!*** she cut the tail off which made Scorpion freak out.

"Ah! Fuck! My tail!" Scoprion shouted. "You're dead meat now!" he ranted trying to hit them both, but they over powered him.

"I think not!" Widow said, standing on the head of the unconscious of the villain. "Well, three down, two more to go."

"They were ready for us, but in the end we prevailed."

"Not just yet, Danny." Widow stated to the K'un-L'un student as he went to help the other teenage heroes.

* * *

Squirrel Girl was having a hard time trying to beat the Lizard who grabbed her little friends and tossed them into the air.

"Tippy Toes! Monkey Joe!" Squirrel Girl cried out in fright.

"Hold on! I got them!" Widow fired her web shooters and saved the two little ones from being devoured by the scaly reptile monster, which made Squirrel Girl pull Black Widow into a hug.

"Oh thank you so very much for saving my friends, Black Widow!" she said. "You're a blessing."

"Just leave it to me." Widow turned around and flip-kicked the Lizard in the jaw, sweep-kicked him to the ground and chopped him on the back of the neck. But even that was not enough to keep him down.

"Quick! Use the taser webs!"

Natasha followed her teenage boyfriend's instructions and turned the electrical setting of the taser webs up to the right amount. "Now to put some shock in your reptilian system!" she joked as she turned the tasers on and electrocuted Lizard and knocked him out.

"Connors is down!" Spidey informed Leo and Jemma. "Now get the antidote so we can change him back to normal!"

"We're on it, Spider-Man!" Leo responded as he and Jemma ran right to the Lizard and injected him with the antidote causing every cell in his body to revert back to his human side while his other arm was still missing. "It's a good thing Curt came up with a contingency plan in case he gets turned into the Lizard again!"

"Which is a huge help for us by the way!" Jemma added as Spidey and Widow began the rest of their plan.

"Now the last one to take down is Kraven The Hunter! Let's go get him!" Spidey said, feeling pumped to fight the animal hunter enemy of his, only for Widow to cool his jets.

"That won't be necessary, Spider-Man." Black Widow (in Spidey's body) said, placing a hand on his arm. "White Tiger will be doing that instead."

"Oh yeah. You're right." Spidey said, as he and Widow were watching the whole thing.

* * *

As White Tiger continued her battle with Kraven, she began thinking about the day Kraven killed her father, waiting for the day she would get revenge on him. She explained her backstory to Spidey when the Hellicarrier was down and Spidey allowed his team to live in his house while a new one was under construction and undergoing upgrades. Kraven kept trying to whack her with his machete but to no avail.

"Haven't had enough yet, Kraven?!" White Tiger snarled questioningly.

"Never!" Kraven shot back with a kick to her belly. "I will never yield to a teenage kitty cat like you!" he bellowed as White Tiger waved her steel claws at him, swiping his machete away and kicked him in the mouth, knocking some of his teeth out.

"Good! Now to finish you off!" she then used her claws to scratch his face and knock him out with a punch to the abdomen. White Tiger then started thinking about her dad and how he was defeated by Kraven years ago. "This one was for you, dad...Your death has been avenged."

"You didn't kill him." Spidey said. "Even though you wanted to."

"I know. I would never want it on my guilty conscience." White Tiger responded to the web-climber. "I picked that up from you."

"Thanks, Ava."

* * *

Coulson had his hand's full with the Beetle, trying to keep him pinned down, but he got back up by sending Coulson into a bookcase where Director Fury kept all the tales he heard about the great heroes of the past and present.

 **(Blind by Korn plays)**

"You think you're so smart, don't 'cha Phillip?" Beetle remarked. "Well, you're mistaken! Big time!"

"Don't bet on it!" Coulson countered with a standing side-kick to the ribs of the villain, sweep-kicked him and jumped on him and pounded his face until at last he finally got the better of the Beetle.

"You may be tough Beetle, but in the end, I kicked your ass!" Coulson said as he got off the villain and took a breather.

* * *

All the while, Mack, Lance and Arachnid were still busy with the brainwashed Agent May. Lance tried to land a blow on her, but she countered several times and she gave Lance a punch to the chest. But then, Arachnid had something in mind.

"Mack! Lance, hold her while I give her a couple of licks!" Arachnid ordered.

"Sure thing kiddo!" Lance said as he and Mack defended themselves against May's onslaught. By the time she stopped, the two of them restrained her yet again.

"Katie, now!" Mack ordered.

"You got it!" Arachnid punch and kicked May in the face and the shins. "Now punch her in the gut before I knock her out!"

"I'm gonna regret this." Mack muttered.

"I'm always wanted to do this." Lance muttered before he and Mack punched the brainwashed S.H.I.E.L.D. agent in the gut. "You're turn, luv!"

"Okay!" Arachnid jumped into the air and did a perfect flying side-kick to the side of Agent May's head, sending her falling to the floor as her eyes shut. "Whoops! I must've hit her too hard."

Lance waved off. "Don't worry about it, kiddo. You did what you had to do."

"But she's gonna be very moody when she wakes up." Mack added.

Arachnid turned her head to Lance and made something clear. "Which reminds me. I may look like a 17 year old girl but I'm really 77 years old, thanks to being frozen on ice!" she said, firmly. "Which means I'm technically older than you, buster brown!"

Lance was a little wide-eyed about it. "Oh sorry about that, luv." he said feeling defeated. "Blimey, you sound like my ex-wife."

* * *

Nova and Sparkplug kept on going to get the better of the brainwashed Iron Man, as he fired his repulsors at them. He charged up the laser on his chest next.

"Unibeam at 3 o'clock!" Sparkplug zoomed out of the way, thanks to the human rocket. "Whoa, that was close!"

"Okay, we'll have to try something else besides blasting him." Nova said feeling the need to do something else beside what he and the Inhuman doctor were doing.

Just then, the light bulb in Lincoln's head went from off to on. "I got an idea! I'll distract him while you attack him from behind!"

"It's not my style but it's worth a shot." Nova flew back up into the air.

"Hey! Iron Man, over here!" Sparkplug got the armored Avenger's attention as Nova flew behind him in order to get a better position.

* * *

Falcon and Mockingbird were doing well in defeating the brainwashed archer and super soldier. Captain America kept on flinging his shield around, only for Falcon to catch it and he flung it back at Cap, while Mockingbird used her powerful kicks to push Hawkeye away, but he continued to shoot at her with his arrows.

"Hey, Mockingbird, you thinkin' what I'm thinkin'?" Falcon asked.

"Nope. What do you have in mind?" Bobbi asked.

"How about we disarm them first and do the old bait and switch attacks in between?" Falcon suggested.

Mockingbird liked the sound of it, "Sounds good to me!"

"First, I'll need Cap's shield!" Falcon requested as Cap threw his shield again, but this time Mockingbird caught it and threw it to him. After he caught it, he added "Second, we get rid of Hawkeye's Bow and Arrows!" Mockingbird responded to that, grabbing Hawkeye's quiver right off his back and grabbed his bow, then threw 'em to Falcon.

"Now we give 'em the beatdown for the ages!" Mockingbird ran at her ex-boyfriend as Falcon zoomed for Captain America. Then the switched with Mockingbird hitting Cap in the jaw while Falcon kicked Hawkeye in the gut who then let Mockingbird do a devastating chop to the side of the archers neck and Falcon kicked Captain America in the side of the head. "One more time and..." the winged Avenger then threw Cap's shield at him yet again, this time hitting him in the chest as Mockingbird used her staff to trip Hawkeye up, they switched as Mockingbird whack Cap with her staff and Falcon went for a mean left hook to Hawkeye knocking the both of them out. "And there you have it!"

"Great strategy, Falc!" Mockingbird said as her and Falcon high-fived.

"Thanks!" Falcon responded. Just then, Cap and Hawkeye woke up and their eyes had pupils again. "You guys okay?"

"Aside from several bruises, we're fine." Cap said, shaking off the pain a little bit.

"Doesn't anybody got an aspirin?" Hawkeye asked. "Being brainwashed and getting my ass kicked around really gave me a headache."

"Don't we all?" Cap added to that. "Good work for snapping us out of it."

"No problem." Falcon responds.

"Yeah, although you didn't have to hit me so damn hard, Bobbi!" Clint said to his ex-girlfriend.

"Sorry Clint, but we had to." Mockingbird stated. "It's nice to see you again though."

"You too, Morse." Clint said.

* * *

Sparkplug kept on distracting Iron Man until at last he stopped at a nearby wall. "Nova, now!"

"Here we go!" Nova began feeling all kinds of energy surging through his helmet. "SPEED TACKLE TAKEDOWN!" he said as he blasted off, began hitting 'ol shell-head from left to right sending him into the air, then he knocked Iron Man to the ground, leaving him unconscious.

 **(A/N: That is another reference to MVC3. Only the Nova in that game was Richard Ryder, not Sam Alexander.)**

"Whoa! What a finish!" Sparkplug said, as he and the human rocket both did a low-five.

"Thanks, web-head!" Nova said back. "Iron Fist and I came up with our own special moves after we graduated from the S.H.I.E.L.D. Academy."

"Amazing! Even better!" Sparkplug said, before he and Nova raced over to the armored hero.

"Hey, Iron Man! Tony, are you okay?" Nova asked while Iron Man woke up snapping out of Mesmero's spell.

"Yeah." Iron Man said, as he got up shaking off the pain. "Looks like I need to lay off the alcohol for a while. The after brainwash thingy feels like a hangover from Hell."

"Yeah, no kidding." Nova agreed.

* * *

Melinda May then woke up out of Mesmero's control, but remember what her allies did in order to save her from the villain.

"May, are you alright?" Mack asked.

"I'm fine, Mack." Melinda said as she bent back and kicked her feet up to the ground. "But what I don't appreciate is being mesmerized into beating you guys to a pulp by an asshole who toyed with my mind!" she howled.

"Yeah, I can see that." Lance said, before May got up in his face with an angry stare in her eyes.

"Shut up." she shot back.

"Sorry I had to hit you in the face really hard, May." Arachnid apologized as she bowed in respect. "It was the only way to free you from Mesmero's hold on you."

"It's alright." May accepted, bowing back to the girl in black and red. "Unnecessarily but thanks anyway."

* * *

The switched Spiders both looked at each other, feeling that something odd was going to happen.

 **(Song Ends)**

"Why do I have a weird feeling that this is gonna get awkward all of a sudden?" asked the web-slinger.

"To be completely honest with you Spider-Man, I have no idea what you're talking about." the super spy responded to him.

"Me neither. It's just a feeling. That's all." the web-slinger joked.

"Okay, all that aside, what in the world just happened while the Avengers and I were mind-controlled by Mesmero?" Captain America wondered, as did Iron Man, Hawkeye and Melinda May.

Coulson debriefed the four of them on the situation. "The S.H.I.E.L.D. Triskellion was compromised by HYDRA, Mesmero, Yelena Belova, the Leader, Abomination and the Sinister 6 led by Doctor Octopus." he stated.

The four of them looked at each other and all had the same guess. "Red Skull."

"Yep." Coulson replied to the man who inspired him growing up.

"Now _that's_ a super villain team up from Hell." Hawkeye remarked.

Spider-Man (in Black Widow's body) was next to come out with what had happened prior to this whole thing. "And to make matters worse, Mesmero also used his powers to switch me and Black Widow into each others bodies and he did the same thing to Hulk and She-Hulk!" he spat out and everyone was surprised to hear that.

"What?!" Cap, Hawkeye, Iron Man and May said in unison.

"Yeah, it's true." Widow (in Spider-Man's body) confirmed. "Spidey also did say that he hated Friday on the 13th, which is today actually."

"That's also true by the way." added the wall-climber.

"I see your point there, Spider-Man." Iron Man said, as he got a look at the gigantic breasts on the body Spidey was currently trapped inside of. "And Natasha, I'm surprised that your boobs had gotten bigger, perkier and better than ever." he made a sleazy comment on her body, which made her slap him upside the metal face as the helmet clanked.

Natasha had a dismissive look as she shook the pain off her hand. "Don't be such a sleaze, Tony." she hissed. "Otherwise you won't be talking on the side of your smelly helmet ever again."

Power Man was stunned when he saw this. "Sweet Christmas, Tony! She roasted you right out of Hell."

"Yeah, talk about a Mic Drop!" Nova joked.

"Verbal knockout indeed." Iron Fist added, as the three of them and Hawkeye roared with laughter and slapped each other on the back.

"Oh hee hee, very funny guys." Iron Man said sarcastically. "Real hilarious. Ha ha, it is to laugh."

Captain America turned his attention to the girl in black and red with a spider logo on her. "I'm guessing that you brought in a new student for the S.H.I.E.L.D. Academy?" he asked.

Arachnid turned her head over to the patriotic Avenger, and felt a little bit nervous about talking to him. "Oh, um, I hope you don't get upset when I introduce myself to you like this." she said.

"Of course not, young lady." Cap replied. "What's your name?"

Arachnid pulled her mask down to reveal her face. "My name is Kaitlyn Rogers, the Astonishing Arachnid." she said, revealing her name. "And, Captain America, I'm really your daughter."

This surprised and shocked everyone in the room, except for Coulson's team. "WHAT?!"

"Y-You're my daughter?" Cap said, feeling mind-boggled.

White Tiger was stunned as she did not know this at all. "Cap, is this true?" she wondered.

Hawkeye was also surprised by this development. "Cap, I didn't know you had a kid."

"Me neither."

"Holy crap." Hawkeye continued his shocking stare as the swapped Spider's stared at each other.

"Spidey, I take back what I said." Widow stated.

In his thoughts, Spider-Man said "Oh, man. I had no idea that Cap had a daughter! This job just gets stranger and stranger by the days." He then shook his head a refocused on the task at hand. "Okay, more to the point, Mesmero and Red Skull have Fury injured and were last seen taking him out of the building."

"I think they were heading to Red Skull's plane." Coulson wondered.

"Then we have to catch up with them before they take off!" Spidey instructed. "But first, we're gonna need the rest of the Web-Warriors, assuming they're out of Mesmero's manipulation."

* * *

It was then that they all rushed over to the spot where Agent Venom, Iron Spider, Cloak, Dagger, Ka-Zar, Zabu and Triton were at. The lot of them finally came to and felt a little bit of pain in their head.

"Ugh, my head." Agent Venom said, as he tried to shake off the pain. "What happened?"

"I think Mesmero got to us." Cloak replied.

"Yeah, don't strain yourself Tyrone." Nova said as he zoomed into the room. "Not only did he brainwash you guys, but he also pulled a whammy on the Avengers and Agent Melinda May. Plus he made Spider-Man Switch Bodies with Black Widow, and Hulk switch with She-Hulk." Nova explained everything that happened and the lot of them were all shook up.

Iron Spider turned his head over to the swapped Spiders. "He pulled a bodyswap on you two? I honestly don't know _why_ people are obsessed with that sort of thing." he said to them.

"I'm not sure I do either, Amadeus." Spidey added, as Amadeus opened up his mask to reveal that he had a nosebleed. "Oh no, not you too."

Amadues looked down at his nose. "Blast it!" He cursed himself. "I was hoping this wouldn't happen."

"Well it did, Iron Spider." Kaitlyn said to the Korean American in red and gold armor.

"If you don't mind me asking, who exactly are you?" Triton asked.

Cap went up to them. "She's the Astonishing Arachnid...My daughter."

"You're...DAUGHTER!?" they all said in unison.

"I'll explain that later." Spidey said. "Right now, we have to focus on the task at hand."

"Yes, we gotta free Thor and help out Hulk, She-Hulk and the rest of the Agents Of S.M.A.S.H.!" Widow instructed and they all followed the switched Spiders back to the outside of the Triskellion.

As the rushed all the way out there, Dagger noticed something. "Hey, Ava, why is there a red stain on your mask?"

"I got a nosebleed earlier when Spidey accidentally exposed Black Widow's nipples after we knocked you guys out." White Tiger stated.

"What?" Dagger said, feeling surprised. "Unbelievable."

"Nova, iron Fist and I also got nosebleeds earlier." Power Man added.

"Looks like I wasn't the only one." Amadeus said.

"Indeed. Nova tried to grope Widow's boy, but got Judo flipped to the ground."

"He's got some nerve." Mockingbird said. "Samuel Alexander, don't ever do that again!" she wagged her finger at him.

"I-I-I-I won't!" Nova said, as he freaked.

"Thank you for Judo flipping Nova to the ground." Widow whispered as she gave a light high-five to her teenage boyfriend.

"No prob." Spidey added as the two of them knuckle bumped.

* * *

Meanwhile, the swapped Hulks were having a difficult time trying to defeat Abomination and Leader while Spider-Woman, Iron Patriot, American Son, Kid Arachnid and the other Agents Of S.M.A.S.H. were busy keeping the brainwashed Thor at bay. But Abomination still kept throwing them around like a couple of rag dolls.

"Fools! You cannot defeat us!"Abomination taunted. "Being trapped in your own bodies has made you vulnerable!"

"Indeed! I love it when a plan comes together!" Leader mused. "Dr. Bruce Banner isn't smart enough to guide you both to victory but you two were stupid enough to get both of your feeble-minded bodies switched around!" he insulted the gamma-radiated heroes. "Face it, Hulk! You'll never win in the body of your weakling cousin."

Hulk (in She-Hulk's body) then grabbed Leader by the neck and punched him senselessly in the eyes. "You don't ever insult my cousin in _MY_ face!" he roared.

"And why not you big, dumb, green...OW!" Leader got soccer kicked from behind by She-Hulk (in Hulk's body) "Ah! My back!" he screamed with pain.

"That's why you are a big-headed moron!" Shulkie responded.

"Good job shutting him up, Jen." Hulk said, as he and his cousin arm bumped. "But, was that necessary? He could've been killed."

"So what? I couldn't stand him gloating his puny ass off about our bodyswap." Shulkie stated.

"Yeah, no kidding." Hulk added.

Red Hulk saw all this as he was helping the others take down Thor. "Looks like Shulkie's wearin' the big boy pants in this situation while you ended up in a skirt and panties!" he roared with laughter, only for Shulkie to get in his face.

"Oh, kiss my gamma radiated ass Red!"

"Skaar not doing that." Skaar said.

A-Bomb was a little tired of hearing it. "Okay, okay, enough already!" he said. "Aren't we supposed to beat the crap out of Abomination and snap Thor out of it?"

"Rick's right. In order to do that, we'll have to do more than smashing, body slamming and brawling." Hulk said, as he relayed the plan to everyone. "We also need to resort to teamwork maneuvers as well."

Red was a little groused. "Are you kiddin' me She-Greenie?" he complained. "I haven't been with you punks since the last time we saved the world from the so-called Supreme Intelligence and the stinkin' Kree!" he dismissed Hulk's idea. "Your only gonna slow me down!"

Hulk would not tolerate that. "If you don't wanna help Red, then stay the fuck out of our way." he sneered. "Jen, you and I will take Abomination down. The rest of you will knock Thor out of Mesmero's hold on him."

"But how are we gonna do that let alone being like this?" She-Hulk asked. "I mean, it's bad enough that you're in my body and I'm in yours."

"I know Jen, but if there's one thing I learned about adjusting to being in someone else's body, it's that instead of fighting like the body your in, fight like yourself instead." Hulk said back to his cousin, making her smile.

"Oh I get it now." Shulkie said, feeling reassured. "You're telling me to be myself, right?"

"Well, doy!"

"Best. Advice. Ever!" Shulkie cheered.

"Thanks Jen." Hulk added.

It was then that the two swapped gamma-radiated heroes were interrupted by Red Hulk, who cleared his throat. "Hey, you lunkheads! Are you done being chummy in a cousinly kind of way?"

Hulk and She-Hulk (in each others bodies) ran over to Abomination and gave him a double forearm uppercut right to his neck. "Now we are. And I'm still in love with your daughter." Hulk said to Red. "Alright smashers, let's get 'em!"

The lot of them ran as Red was agitated about the idea of Hulk's real identity: Bruce Banner and his daughter Betty together. "Oh, no you don't Greenie!" he bellowed. "You ain't datin' my daughter, Betty!" he then drew his guns out again. "You know what? To hell with that! I'll take my aggression and rampage out on Thor!" he went after the Thunder God of Asgard along with A-Bomb and Skaar.

"Good! That's more like it Red!" Hulk said, while he took Abomination for a smackdown.

"You said that just to get him to help us fight'em off, didn't you?" Shulkie asked.

"Yep, and I'm still in love with Betty Ross."

She-Hulk knew about the relationship between her cousin and Dr. Ross, and they bonded like sisters. "Oh my God! You two make a good couple."

"Thanks again." Hulk said back, as Abomination got up to his feet again.

"Not when I'm through with you!" the scaly monster said as he ran at the swapped Hulks.

"Get them while my back is still hurting you big, scaly oaf!" Leader ordered as he could still feel pain from the kick he received before. "I-I think I need a chiropractor."

A-Bomb, Skaar and Red Hulk kept on getting the better of Thor, and decided to gear up for another attack.

"Skaar, are you ready?" A-Bomb asked.

"Skaar always ready to slash!"

"The blue gamma hero let out a grieving sigh. "No, not slash! Smash!" he corrected.

"Aw, you're no fun!" Skaar complained about not using his sword on Thor.

"Oh but what I'm gonna do to an idiotic Asgardian will be much more fun than Greenie's mediocre leadership and Shulkie's twerking or readin' a book with no clothes on back at our hideout in Vista Verde!" Red Hulk stated as he blasted at the Thunder God, all the while surprising A-Bomb.

"Whoa. I didn't know Shulkie did that." A-Bomb said, feeling turned on.

"Skaar not know either."

She-Hulk (in Hulk's body) was shocked to heard Red bring that up. "Hey! Stop invading my privacy and start fighting Thor you idiotic perverts!

"Sorry!" A-Bomb and Skaar said in unison.

"Not sorry!" Red Hulk stated with a sour tone.

Hulk then took the opertunity say something after he elbowed Abomination in the jaw. "Jen, stay focused!" he instructed as the two of them his the scaly gamma mutant in the side of his head. "When this is over and we get switched back, do something about those weird habits of yours."

"Oh, you'll know first big guy!" Shulkie stated as Abomination shook off the elbow to his head.

"Perhaps I shall help you with that in a painful way!" Abomination said, before he ran at them again.

"Hulk, wrap my legs around his neck and get a real good grip on him!"

"Right!" Hulk did as his cousin instructed and got a grip around Abomination's neck with his new legs. "She-Hulk, rough him up!"

"I'm on it!" Shulkie then used her scousin's fists to pound Abomination right in the everywhere as the other Smashers kept bringing the fight to Thor.

The brainwashed Thunderer swung his hammer at them all, but they all dodged.

"Oh yeah, Thor?" Red Hulk said, feeling cocky. "Well, try this on for size!" he broke out his biggest gun yet. He charged it up and pulled the trigger, sending a really strong laser blast at Thor.

"My turn!" A-Bomb said, as he went into ball form and rolled the Asgardian over and kept moving around, bumping him like a pinball in a machine. "Skaar, you're on!" he called.

"Skaar smash!" he bellowed as he jumped into the air, flipped in a circle and pounded him on the top of his head, but even that was not enough to keep him down.

"Let's attack him at the same time!" Red Hulk suggested.

"You know it Red!" A-Bomb then got a big running start as he, Red Hulk and Skaar began attacking him at the same time. Their impacts were powerful enough to hit him very hard.

* * *

The bodyswapped Hulk cousins kept laying it in on Abomination as they lifted him up and slammed him down.

"Giving up yet, Abomination?" Hulk (in Shulkie's body) asked, tauntingly.

"Never!" Abomination roared. "Not until I get my revenge!" he then ran at Shulkie (in Hulk's body).

"Jen, look out!" Hulk said, as he got grabbed by Abomination Shulkie's body by the rear and pulled up, making him wide-eyed. But then, Shulkie did a massive drop kick to Abomination while she saved her cousin.

"I got you, Bruce!" she said.

"Yeah, you got me in your own body."

"Oh shut up."

"Don't make me smash you!"

"Not if I smash you first!"

As the two of them argued, Abomination got back up and mused at what they bantered. "Now that is a good idea!" Abomination ran right at them again. "I'll crush both of you at the same time!"

The cousin's looked at each other and felt like they had enough of Abomination. "Let's just smash that idea instead!" Hulk said, as they both of them gave the scaly monster a head-butt before Shulkie did a series of boxing jabs to his upper body while Hulk grabbed a pipe and whack Abomination with it. Next, the two of them did a double team attack on him by doing a diving elbow drop to his back. The gamma-radiated cousin's took a breath before they would continue.

Abomination saw a chance he would have to get them both down for the count. "There's an opening! Now's my opportunity to..." he said, before getting shit by a laser blast that came out of nowhere. "What? Who did that?" he demanded, and it was revealed to be Iron Patriot, along with American Son who used his net on the Leader.

"Oh drat! Now what?" Leader said, wanting an explanation. "I demand to know..." the then found a splotch of webbing taped to his mouth, which turned out to be Spider-Woman and Kid Arachnid.

"You were sayin'?" Kid Arachnid asked.

"Hey, guys! Mind if we cut in?" Spider-Woman said, making two swords out of her Symbiote.

A-Bomb was impressed by this. "Hey, it's..." he said, only to get whacked from behind by Mjolnir as it went back into the brainwashed Thor's hands.

"Jones, you blue skinned bonehead!" Red Hulk insulted. "You got distracted by three costumed kids and at that patriotic version of Iron Man!"

"Wrong, General Ross!" Iron Patriot corrected the red gamma fighter. "I'm Norman Osborn, now known as the Iron Patriot!" American SOn then zoomed in on his hoverboard. "And this is my son, Harry Osborn, the American Son!"

"Hi there!" Harry waved at them.

"Osborn!? I didn't expect you to get your hands on Stark's technology!" Red Hulk said.

"I thought that you and Iron Man were business rivals." A-Bomb wondered.

"We put our differences aside after I stopped being turned into the Green Goblin." Norman said, denoting his past as Spider-Man's monstrous nemesis.

She-Hulk recognized the boy and his old man as her and her cousin were busy with Abomination. "I think I remember seeing those guys at the S.H.I.E.L.D. Academy Graduation ceremony when Doc Ock attacked!"

"If you're gonna help us take down Abomination and free Thor from Mesmero's control, now's a good a time as any to do so!" Hulk called out to the youngsters and Iron Patriot as they both heard the heroes voices coming out of each others mouths.

"Oh, and Mesmero mad Hulk and She-Hulk switch bodies too!" A-Bomb told them.

This made the lot of them wide-eyed in shock. "Okay, this Freaky Friday is now completely gettin' out of hand!" Kid Arachnid said.

"Yeah, it sure is, Miles." American Son agreed with what the Spider from another dimension said.

"Nonethelss, let's all join in!" Spider-Woman said, feeling determined.

"Let's go!" Iron Patriot said, charging his lasers.

"Bring it on!" Abomination dared them. And the lot of them all ganged up on him with American Son joining A-Bomb for a Fastball Special, as Red Hulk used his guns to stun Thor as Spider-Woman used her Symbiote spike-ball to hit Abomination in the front of his body, Kid Arachnid turned invisible and got at Abomination from behind with his electric fists and Iron Patriot used his repulsor's on Thor to push him back. Next American Son used his new sword-blaster to zap Abomination, A-Bomb rolled Thor over again as Hulk and She-Hulk went for a double punch to Abomination's face, knocking the both of them down. Abomination was still awake while Thor was rendered unconscious.

"Well, guess that's, as the English say, 'Good riddance to bad rubbish'." Hulk said, as he felt something chafing him.

"Hold still, Hulk." Shulkie added, as she went to fix the chafing. "Abomination really gave my body a wedgie."

After Shulkie fixed the wedgie on her body, the two of them turned to Spider-Woman and Kid Arachnid. "You two did good." Hulk stated.

"Hey, we're just happy to help." Kid Arachnid said. "After all, any friend of Spider-Man is a friend of ours."

"Besides, it was fun kicking Lizard Lips' ugly looking butt around the sand!" Spider-MJ said, as felt excited to have beaten Abomination.

"You know it, girlfriend!" She-Hulk (in Hulk's body) said as the both of them low-fived each other.

Just then, America Son and Iron Patriot were overlooking Thor, who began to wake up from his unconscious state.

"Everyone, Thor's awake!" American Son called and everyone rushed over to the now-freed thunder prince.

"Thor, are you okay?" A-Bomb said.

"I am fine, except for this pain in my head." Thor said. "Odin's beard! Where am I?"

"Mesmero hypnotized you, Cap, Iron Man, Hawkeye and Agent Melinda May against your will." Hulk (in She-Hulk's body) stated, leaving Thor confused.

"She-Hulk, why art thou talking in Hulk's voice and...?" he suddenly stopped and put two and two together. "Nay! Did Mesmero switch your bodies?"

"Yep, he did! Not just our bodies, but our voices too!" She-Hulk complained. "It was THE most humiliating thing he's ever done to me!"

A-Bomb could not believe what he heard from his teammate. "Shulkie, are you whining?"

She-Hulk turned her head to the blue boy. "No, I'm not! I'm just complaining! That's all!" she said back.

"Whatever!" Red Hulk said, dryly. "Even in Shulkie's puny body, Greenie still hits like..." it was then that Spider-Woman pointed her Symbiote sword at Red.

"What? Hits like a girl? Didn't quite catch that!" Hulk said, but then he had something in mind. "Before we join up with Spider-Man and the others in chase for Mesmero, Red Skull and the rest of the bad guys, there's something I gotta do!"

"What do you mean by that?" Kid Arachnid asked, as Hulk grabbed Abomination by the ankle and pointed over to the red T-Rex who now opened his golden eyes. "Oh, a Dinosaur." Kid Arachnid turned his head around and he, Spider-Woman, Iron Patriot and American Son were shocked and a little frightened to see an actually Tyrannosaurus Rex in living color. "A D-D-D-DINOSAUR?!" he freaked.

"Is that a red Tyrannosaurs Rex?!" Spider-Woman said, as she felt her knees shaking.

"Yeah, that's Devil Dinosaur." A-Bomb told them. "We adopted him from the Savage Land and took him in as our pet."

This shocked the young heroes and Iron Patriot at the same time. "Well, if that Devil Dinosaur is your pet, do you Agents Of S.M.A.S.H. teach him tricks like rolling over, fetch and so forth?" American Son asked.

"Yep and we also feed him big food his size and give him treats if he's being good." A-Bomb added.

Kid Arachnid was a little odd about someone keeping a dinosaur as a pet. "And do you also clean up after him? You know, big messes?" Miles asked.

She-Hulk felt a little weird about that question. "Well, um, sometimes." she folded her arms.

Kid Arachnid, American Son and Spider-Woman were disgusted a little bit. "I was afraid of that!" Miles said.

"Yeah, me too." Spider-Woman added. "Like...gross!"

"Most likely." Shulkie agreed to that.

Just then, Hulk (in She-Hulk's body) called all the way over to Devil Dinosaur, who felt confused by what was going on. "Hey Devil! Here boy!" he called, and the Dinosaur responded stomping over to him but was puzzled. "I know you're confused about what's happened but I'll tell you what. In order to make it up for letting Mesmero kidnap and brainwash you, I'll let you have Abomination as a chew toy while we make Mesmero pay. What do you say, pal?" he asked, and Devil responded by nodding his head. "Alright, here you go!" he let Abomination down, and the scaly gamma mutant freaked out as the giant red Tyrannosaurs Rex started to chase him around the Triskellion.

"No, NO!" Abomination screamed, as Devil Dinosaur stomped him and started to gnaw at him. "Get him off of me!" he bellowed. "You'll pay for this Hulks! MARK MY WORDS!" he bellowed.

"Hey, you fool! That's my...OW!" Leader shot at his accomplice, only for his back to continue being in pain.

"Shut up, Leader!" Hulk said.

Leader knew he could no longer continue fighting against his long-time nemesis. "Oh, I give up!" he surrendered.

"Good!" Hulk said before turning his attention to everyone as he saw Red Skull and Mesmero carrying the injured Nick Fury. "Come on! Let's go after Red Skull and Mesmero!" he ordered as the lot of them chased after the villains in order to save Nick Fury.

* * *

Red Skull and Mesmero still had the Injured Nick Fury in their tow as they bolted off to Red Skull's ship. It was then that Devil Dinosaur who was still using Abomination as his chew toy went over and trampled it to bits. This made the villains shocked with utter horror.

"Blast it all!" Red Skull yelled. "Our ship has been destroyed! Now ve'll have to tak one of zheir jets!" he got a look around the place and saw a spare Quinjet.

"Not my problem!" Fury shot verbally. "You can't fly your way out of this!" He added, only to get jabbed in the face by Mesmero.

"Silence!" Red Skull shouted.

"As far as your injured ribs are concerned, we are unapologetic about the pain we have inflicted upon you!" Mesmero said.

"You can take your apology and shove it up your ass!" Fury shot back at the two villains.

"Why you!" Mesmero was undoubtedly angry, but Red Skull refocused him.

"Enough! I have found a jet!" Skull said, looking at the vessel. "Ve must steal it and escape to Avengers Tower!"

"But why there?"

"Because I have someone vaiting for me zhere." Skull added. "Und zhat someone is zhe doppelganger of a man called Herr Truman Marsh." they ran over to the vessle, only to be cornered by an arrow and they found themselves cornered by the Avengers, Web-Warriors and Coulson's team.

"Speaking of which, we never did like that guy." Iron Man pointed out. "That asshole really tore us apart and made Hulk the fault guy."

The Agents Of S.M.A.S.H., Iron Patriot, American Son, Spider-Woman and Kid Arachnid all rushed over to where their fellow heroes were at. "And if I ever see him again, he'll be as dead as a door nail!" Hulk (inShe-Hulk's body) said, cracking his knuckles.

"Yeah, nobody bullies my lovable cousin and get's away with it!" She-Hulk (in Hulk's body) added to what her cousin stated while slamming her fist into her palm. "I'll take someone to court if I have to!"

"Heh, good luck with that you two!" Red Hulk said with a snarky attitude making the two angry.

"Shut the front door, Red!" Hulk and She-Hulk (in each other's bodies) shot back in unison.

"Why you!" Red Hulk said.

"Hey, guys!" Spider-Man (in Black Widow's body) said. "It's about time you got back with us!"

"Right back at ya, Spider-Bro!" A-Bomb said, agreeing with the web-climber in a feminine body. "Looks like the numbers are in our favor!"

Spidey nodded, as he saw his best friend. "Harry, is that a new outfit?" he asked.

"Yep." American Son responded as he showed his true face. "I was working on a new identity for myself. Like my new hoverboard?"

"Top notch, Harry." Spidey replied, as he refocused to Iron Patriot. "Glad you showed up Norman."

"Same here."

Hawkeye could not believe it as Iron Patriot's mask lifted up. "Norman Osborn? When did you get that armor?"

"He copied it off of me!" Iron Man stated.

Spidey shook his head to shrug off what they were doing and and turned his attention to the villains. "Give it up, Red Skull and Mesmero!" he ordered as he aimed Widow's Gauntlets at them. "We have you chumps surrounded! Now let Fury go and switch us back!" he demanded to be put back into his proper body and vice versa for Widow and the Hulk cousins.

"NEVER!" Mesmero bellowed. "I'll never switch you back!"

"In other vords, ve von't be needing Nick Fury as our hostage anymore!" Red Skull added as he and Mesmero both punched Fury in the ribs before putting him down.

"AHHHHHH! My ribs!" Fury winced in pain.

The heroes all rushed to him and tried to make sure he was safe, even though Red Skull and Mesmero did this as a distraction for them. "Quickly! Ve must get inside zhe jet!" he said as he bolted into the vehichle.

"Hey, wait for me!" Mesmero followed him and the heroes refocused their attention on Mesmero and Red Skull.

"Come back here you bastards!" Cap said as he chased them.

Nova heard Captain America use that very word, and remarked, "Hey, Cap, did you kiss a girl with that mouth!"

"Shut it Nova!" Black Widow (in Spider-Man's body) said dismissively as the jet took off from the ground and into the night sky. "They're getting away!"

Fury did all he could to get up, but decided not to. "They're heading over to Avengers Tower to meet up with someone." he informed the heroes.

Iron Man then started putting two and two together. "Avengers Tower?" he wondered. "Oh no! F.R.I.D.A.Y., was there an intruder at the tower while we were brainwashed by Mesmero?"

 _"Affirmative, Mr. Stark."_ F.R.I.D.A.Y. said. "There was an intruder here, but was taken care of by Vision, Black Panther, Inferno and another costumed individual who bore a striking resemblance to Spider-Man."

Then, web-head found out who F.R.I.D.A.Y. meant. "Scarlet Spider! He went there to stop someone. That makes sense now."

"We need to get back to the tower if we're gonna catch up with Red Skull and Mesmero." Black Widow added.

Just then, Spidey's brain clicked. "Okay, here's the plan! The Avengers, Agents Of S.M.A.S.H., Web-Warriors and I will chase after them all the way to Avengers Tower." In which case, he needed White Tiger, Nova, Power Man, Squirrel Girl, Iron Fist, Cloak, Dagger and Agent Venom. "The rest of you stay with Agent Coulson and his team and attend to Director Fury and his injuries."

Kid Arachnid was bug-eyed by that. "What? Are you kiddin' me?" he complained.

"Are you sure about that, Pete." American Son asked as his mask retracted. "We want to help you get back at that Mesmero guy and get you and Black Widow back into your right bodies."

"I know you do Harry, but you, MJ, Miles, Triton, Amadeus and Norman are needed here." Peter said back to his friend. "Don't worry about me. We got this."

"All right. Go get 'em tiger." Spider-Woman said, hugging her childhood friend in a womanly body.

"You bet I am, MJ." Spidey acknowledged her.

The Avengers got into a spare Quinjet they brought, just in case theirs was stolen, Falcon, Thor and Nova took off, the Agents Of S.M.A.S.H. went into their Jump-Jet and the Web-Warriors along with Black Widow (in Spider-Man's body) into the Spider-Jet. "Spider-Man, come on!" Widow said. "This may be our last and only chance to undo the bodyswap!"

Spidey raced over to the Spider-Jet, "Comin'!" he said as he bolted into the vehicle as it took off with the other vehicles. "Y'know, Nat? I gotta admit, I'm getting the hang of your body's center of gravity." he then cupped his girlfriends buxom bosom and began squeezing them. "Especially your breasts."

Widow began blushing at this. "That's good to know sweetie but let's stay focused on the task at hand." she reminded her teenage boyfriend.

"Right. Let's get a move on!" Spidey ordered as the Spider-Jet zoomed with the Quinjet and Jump-Jet.

* * *

Coulson and his team, along with Spider-Woman, Kid Arachnid, American Son, Iron Patriot, Iron Spider and Triton grabbed Fury and lifted him up.

"We need to get Director Fury to the infirmary." Coulson said, as he used his new device that looked like a magnifying glass but with x-ray features. "His ribs took a beating during the hostile takeover here."

"I've been through worse in my lifetime." Fury said, attempting to shake the pain off, but to no avail.

The lot of them all got inside the infirmary where Dr. Connors, who was human again, got into his lab coat. And still felt pain in his head.

"Curt, how are you feeling?" Fitz asked.

"Disoriented, but back to normal." Doc Connors said. "Where's Martha and Billy?"

"Oh, they're at Scarlet Spider's hideaway." Miles responded.

"Was Spider-Man here?"

"Yeah, he was Curt." Mockingbird added. "But right now, he, the Web-Warriors, the Agents Of S.M.A.S.H. and the Avengers are chasing Red Skull and Mesmero all the way to Avengers Tower."

Just then, Doc Ock who had broken out of Fury's office and into the infirmary and he overheard their conversation. "Then that is where I'll go to get my revenge on that stupid wall-crawler!" he declared.

Fury and Hunter let out a grieving sigh in unison. "You again Doc Ock!?" he complained.

"Aw c'mon man! Why won't you..." Lance said, only for Ock to grab him by the chin with his tentacle.

"Silence and get out of my way!" Otto shot back. "I will not stop until..." he was about to finish his sentence, until Iron Patriot fired his laser at the tentacle, grabbed another one and punched the madman in the face.

"NO!" Iron Patriot declared. "I want _MY_ revenge on _YOU_ , Otto!" he swung Octavius into a wall and kicked him in the shin. "And I will have it by knocking you unconscious! Right here, RIGHT NOW!" he bellowed as he came at the tentacled villain with a series of street brawling punches. He kept punching Ock until he hit another wall in the hallway.

"As you wish, Norman Osborn!" Ock said, as he countered with a laser from his tentacle. "I destroyed Oscorp the last time we fought! And I will finish what I started by killing..." he was stopped mid-sentence again as Iron Patriot took him down to the floor and started beating him to a pulpy pancake. The others were watching in awe and horror as Norman rendered Ock's face bloody.

"Damn!" Mack said as he saw this. "He's beatin' the shit right outta him!"

"More like he's killin' him!" Miles said, while he covered his eyes. "Norman's gone crazy!"

Harry was horrified by the sight of the whole massacre. "Oh no. I gotta stop him before he takes his life!" he raced over to his father and grabbed his arm tightly. "Dad, no! Don't do it! Don't kill him!" he begged with tears flowing down his face.

Doctor Octopus wanted to force Norman's hand. "Go ahead, Norman! Finish me! Finish me off!" he tried to force Iron Patriot to murder him. But he thoguht about the consequences of those kinds of actions. Doing so could land him in jail and he'd never see his son again. "Do it! DO IT!" he begged.

But in the end, he dropped his arm as Harry let go. "No. Never again. I've been the Green Goblin before and I am never gonna go back to that ever again." he declared. "Face it, Otto. I've won and _you're_ the one who lost."

"No. This can't end this way." Ock said, before he passed out from Osborn's brutal beatings.

The others all sighed in relief to see him stop. Fury was impressed by this change. "You knew that Octavius wanted you to give in to our anger that made you what you were before, didn't you?" Fury asked.

"Indeed so, Nick." Norman responded. "The very same monster that me and Harry against Peter Parker, who we wrongly blamed for trying to protect his friends and the only family he has left, and it nearly cost him his life. I swore to God, myself and my son that I would never go back to being that monster ever again." he told them. "And I intend to keep that promise."

Coulson's team all looked at him, and Melinda May knew that Norman's words were pure and true. "I like him already." she said.

"Me too." Mack said.

Harry looked up at his father. "Sorry I scared you all like that, especially you, son." Norman said to his son.

"It's alright, Dad." Harry said. "But don't ever do that again!" he begged.

"Deal." Harry and Norman shook hands and sealed the deal.

Triton, Amadeus, Quake, Mockingbird and Sparkplug all gave gratitude to Harry.

"You are a good person, Harry Osborn."Triton said.

"No argument there." Sparkplug added.

Amadues and Harry shook hands. "Well, I like your new name. American Son." he said. "It fits."

"Amadeus is right." Mockingbird patted Harry on the back. "Who knows maybe one day, you'd be a match for Grant Ward."

Harry began thinking about the HYDRA mole they have locked up. "Oh yeah, could you try to make sure he does not escape at all?"

"Sure, kiddo." Mockingbird said.

But then, Quake made a remark. "Keep it up, Harry." she winked at him, making him blush.

"Uh, sure Quake." Harry said, feeling embarrassed, and this caused everyone to burst out laughing, excluding Nick Fury who just smiled at this.

* * *

While the Avengers got in the spare Quinjet, Spider-Man, Black Widow and the Web-Warriors got into the Spider-Jet and the Agent's Of S.M.A.S.H. used the Jump-Jet to go after Red Skull and Mesmero who were racing towards Avengers Tower to meet up with their contact. Inside the jet the two villains stole, they were trying to get away from the heroes.

 **(Dare by Stan Bush plays)**

"Have we lost them?" Mesmero asked.

"Not for long!" Red Skull replied. "I've begun to suspect that they are chasing after us!"

"Anything to avoid undoing the switch that I brought upon two Spiders and two Hulks!" Mesmero said, as he steered the jet.

"That is the least of your concerns!" Skull said back to him.

* * *

The heroes began racing after the villains in their air crafts, but as they did so, they spoke about what had happened to the two Spiders over the last several missions they were on.

"So let me get this straight." White Tiger said. "Black Widow, your boobs grew bigger due to the side effects of Nightshade's neo-genetic mutation serum in Transylvania, right?" she asked the Russian redhead.

"Yeah." Widow replied. "Spidey and I were turned into werewolves when that happened. Cap and Hulk were there and mutated too, except that Hulk was a giant were-lion."

"Sweet Christmas!" Power Man stepped up. "Talk about a weird monster movie comin' to life. That was one of the weirdest thing's ever."

Spidey explained "I'll admit things had gotten weirder and weirder then ever since Black Widow and I were paired as partners, fighting side by side." he admitted to his friends about what had sort of things had been happening since they started working together. "Except that the only thing that never changes is that loudmouth with a Hitler mustache that's been a constant royal pain in the ass."

The heroes all flew over the Times Square area, where J. Jonah Jameson was ranting his mouth off, like he always does. _"This is J. Jonah Jameson of Daily Bugle Communications coming at ya live!"_ he started off. _"The city is still reeling from the incident in Brooklyn involving that masked menace Spider-Man, the trouble making Russian Jezebel of the Avengers, Black Widow and the rampaging monsters, the Hulks earlier today! The civilians involved are alright, thank heavens but the damage on the buildings, apartments, stores and restaurants are permanently down! Every time they get involved, things continue to get worse and worse! If this keeps up, we must do everything in our power to put these costumed freaks and monsters behind bars! Mainly the two menacing Spiders!"_

Iron Fist over looked this whole thing. "It seems that you're still the victim of Jameson's verbal backlash along with Spider-Man, Black Widow." he said, while Widow was still trapped in Spidey's body.

"One of these days, that asshole will be put in his place and his anti-Spider-Man criticism will be his undoing." Widow hissed.

"Good luck with that!" Spidey scoffed.

Cap chimed in and said, over the comm-link, _"Spider-Man, listen. It doesn't matter what the newspapers say, or the politicians, or the mobs. It doesn't matter if the whole country decides if something's wrong or if something's right. This nation was founded on one principle above all else: the requirement that we stand up for what we believe in, no matter what the odds or the consequences are. When the mobs and the press and the whole world tell you to move, your job is to plant yourself like a tree beside the river, and tell the whole world, "No. You move.""_ he reassured the web-head. _"Jameson doesn't define who you are. You do. And not by your words, but by your actions."_

Hawkeye raised his eyebrow. "Uh..Cap, did you just make an unnecessary speech during our pursuit of Red Skull and Mesmero whose already en route to Avengers Tower right now?" he asked.

Cap realized that the heroes still had a job to do. _"Sorry. I got ahead of myself."_ he said.

"Aye. But, I do agree with that statement, Captain." Thor said, stating his approval. "That is why we stood up to the Government when they tried to replace Hulk on account of him having a bad reputation in the past."

"Yeah, but you guys stood up for me when Truman Marsh tried to get rid of me because I was a monster." Hulk (in She-Hulk's body) said.

"Yeah, and I took your spot and did a better job than you, greenie!" Red Hulk boasted, like the five-star general he was.

But your recklessness and the destruction you caused said otherwise, Red!"

"Oh shut up Greenie!"

"No, you shut up!"

Spider-Man (in Black Widow's body) felt angry again and decided to let his own rage out by slamming the edge of his chair. "Would you two knock the shit off!? We're almost at Avengers Tower right now!" he complained. "Thanks to your petty argument, you made me realize that being ins Black Widow's body is much more better than being in either Wolverine or Hulk's body!" this caused the two colored giants to give him the angry dumbfounded look. After realizing what he said, "Oh crap, I just said that out loud."

"Smooth move, Spider-Man." Widow (in Spider-Man's body) said, before she winked at him.

"Sorry." the web-slinger replied. "Oh, and Natasha, my advice to you is never get turned into a pig or wear a hotdog costume to be chased by Devil Dinosaur." he said giving his girlfriend advice.

Widow raised an eyebrow. "Sure. I'll keep that in mind." The heroes kept on zooming over to the Avengers Tower to corner their enemies.

* * *

Red Skull and Mesmero landed their jet and began running until they got inside the the building. Little did they know that someone was watching them.

"We made it!" Mesmero shouted with sinister excitement. "We've arrived at Avengers Tower! What do we do now, Skull?" he asked.

Red Skull was about to answer, but was ultimately cut off when the alarm blared at them. _"Intruder alert! Intruder alert! Intruder alert! Intruder alert!"_ said the voice of F.R.I.D.A.Y. as she spotted the villains trespassing on Avengers territory.

"Blast! It seems that...we fell right into a trap!" Red Skull said, feeling defeated. The two villains started to get out of there, but where stopped by a flaming ring that surrounded them. "What is this? Surrounded by a ring of fire?!" he inquired loudly.

"Yeah, created by me." Inferno said, while his eyes glowed red as he controlled the fire surrounding the villains.

Scarlet Spider appeared propelling from the ceiling on a web-line. "We got you bastard-faces right where you are!" he said, jumping down from the webbing.

"Not for long!" Red Skull pulled out his handgun, only to be taken down by a man who was dressed in all black, who looked like a jungle cat who appeared out of nowhere and scratched the German war criminal in the face and arm. This was T'Challa, king of an African nation called Wakanda. When his father was killed in battle he adopted his father's throne and became the Black Panther.

 **(A/N: I'm using the outfit Black Panther had in Iron Man: Armored Adventures. I really liked that outfit.)**

"Let's agree to disagree, Red Skull." Panther said, as he released his claws.

"Black Panther?" Red Skull was shocked to see someone from Wakanda confronting him. "It seems that you followed in your father's footsteps!"

"And the Black Panthers before him." Black Panther added to that statement.

Just then, Mesmero grabbed the gun when Red Skull dropped it, but he soon saw a man with a red face, a gold gem in the middle of his forehead and a green body who had a golden cape a gold diamond on his chest and it looked like he had yellow gloves and boots. This was the Avengers former A.I., JARVIS who now called himself The Vision. He is a Synthezoid who was created by Ultron and fought alongside the Avengers through many battles. "Put the gun down, Red Skull and surrender Mesmero." he said. "It is the logical thing to do."

"Never! Not while I'm still standing!" Mesmero fired the gun at Vision but he made himself intangible and the bullets only hit the wall behind him and did not make a dent in him. "What? The bullets didn't hit you? But how?"

"I can do all sorts of things." Vision stated. "More than you can comprehend, Mesmero."

"That's it! I'm out..." Mesmero said, as he was about to leave the building only to have Scarlet Spider spin him around and punch him in the eye.

"You're not going anywhere, punk!" Scarlet said, in a frightening voice.

Spider-Man, Black Widow, the Web-Warriors, the Avengers and the Agents Of S.M.A.S.H. arrived as they saw the four other heroes cornering the villains. Cap flung his shield at Red Skull, knocking him out.

"Hey, Scarlet Spider!" Spidey said. "I see you, Black Panther, Vision and Inferno caught Red Skull and Mesmero!"

"Good work, you four!" Cap added, congratulating the two Avengers, Spider and Inhuman.

"Much obliged, Captain." Vision said.

"I was at the United Nations meeting when we received word that Mesmero caused mass hysteria regarding what he did to Spider-Man, Black Widow and the Hulks." Black Panther told them where he was when this was happening.

"And my pet dinosaur!" A-Bomb added.

"Our pet dinosaur!" Red Hulk corrected the blue smasher.

"Skaar hate being brainwashed by ugly little green man!" Skaar kicked Mesmero in the left leg.

Hulk (in She-Hulk's body) reported to them about what had happened. "We took out the bad guys back at the Triskellion, but Nick Fury was injured when they took over the place."

"And switched us in the process." Shulkie (in Hulk's body) added to what her cousin said.

Scarlet Spider then remembered some info he wanted to tell them. "Oh, and Avengers, about that Truman Marsh fella."

"What about that little asshole?" Hawkeye asked.

"Is there something you wish to tell us about him, Scarlet of all Spiders?" Thor also asked.

"Indeed so, everyone." Scarlet then relayed everything to them. "The real Truman Marsh died years ago, and then Ultron took his place in order to tear you apart from within yet again. He stayed in that form before he showed his mechanized face again and used the Government to put together the proposal for the Inhuman Registration Act." he revealed to them. This news shocked the Avengers to the very core. Even the Web-Warriors were shocked, and so were the Agents Of S.M.A.S.H. "But, me and Inferno stopped him before Black Panther and Vision arrived, right Dante?" Scarlet turned his head to the Hispanic Inhuman.

"You got that right, man." Inferno said, knuckle-bumping the Spider.

Everyone felt puzzled by the truth of Ultron's hidden agenda. "But how do you know all this, Scarlet of all Spiders?" he asked again.

"Let's just say that someone who's been associated with Captain America shared this information with me." Scarlet stated to them. "And this someone just so happens to be a blonde woman dressed in a white catsuit."

"Sharon Carter." Cap was amazed to hear that.

"Your current flame, Cap?" Falcon wondered.

"Yep. That's definitely her all right." Cap acknowledged.

"Zounds." Thor said.

The Web-Warriors did not know this. "Who knew Cap still had it in him." Cloak said.

"Not me that's for sure." Dagger said.

"Same here." Agent Venom added. "I should ask him about that some time."

"Me too." Squirrel Girl agreed with what Agent Venom stated.

Spider-Man (in Black Widow's body) went over to Mesmero, grabbed him by the arms and pushed him over to the northwest wall of building. "Alright, Mesmero. Listen up, listen good, you dummet-head!" Spidey said, with an overly angry stare in his eyes. "I am so sick and tired of you messing with my brain and putting it in someone else's body!" he shouted in complaint. "You've put me through hell and nearly ruined my life three times in a row and I hated it! Hate it, hate it, hate it! This has to stop! Right here, right now!" he hissed at the villain and kicked him in the face. "So, either you switch me, Black Widow Hulk and She-Hulk back to our original bodies or I'll pulverize you so severely, you'll be Dino dinner for Devil Dinosaur back at the Triskellion! NOW SWITCH. US. BACK!" he demanded violently.

This made Mesmero scream in horror. "Okay, okay, I give!" he pleaded. "I'll switch you all back!" he did so, by using his hypnosis eye on his forehead and just like that, the four of them felt a little weird but then, they felt something happen.

"Ah! I'm-I'm back. YES!" Spidey shouted in excitement as he was back in his own body.

"Thank God I got my body back." Widow said, with a sigh of relief. "And my voice as well."

"I'm me again!" Shulkie added.

"Much better." Hulk acknowledged.

"Good to have you guys back to your proper selves." said Iron Man.

"It's good to be back, Tony." Spider-Man replied to the armored Avenger.

"There you go." Mesmero said, with defeat. "You got your bodies back! Are you happy now?!" he complained.

"They look comfortable in their own bodies to me, man." Inferno said, getting a better look at this.

"Hey, Inferno!" Scarlet Spider went to ask him something. "Could you take Mesmero to The Tomb for me?"

"No problem, Scarlet Spider." Inferno went over to the villain, and placed cuffs on him. "Let's see if this mind controlling bozo will get out of this."

Hawkeye briefly interrupted their conversation. "Wait a second. The Tomb?" he wondered. "Are you gonna send that guy to his grave?"

"Not really Hawkeye." Scarlet responded. "The Tomb is where the most dangerous super villains ended up in."

"Oh, I get it now." Iron Man felt the light bulb in his head ding. "The Tomb is a new super villain prison just like the Raft, the Vault, the Cube, the Big House and Ravencroft, except it's slightly different." he deduced.

"Yeah, it is."

Spidey was a little baffled by this, and so was Widow. "I honestly don't know what all this talk about this Tomb prison is really all about." he said.

"Me neither." Widow agreed with her teenage boyfriend on that. "But, since we're back in our normal bodies..." she had a seductive smile on her face, lifted Spidey's mask off showing his true face, then she pulled him closer to her and she kissed him deeply on the lips.

This was a major shocker for everyone. "NO WAY!" everyone said in unison, and they even all collectively gasped.

Captain America cleared his throat to bet both Spider's attention. "Excuse me you two, but everyone is watching."

"Yeah, what he said." Hulk added.

"Looks like you guys got busted." Falcon responded.

"Big time!" She-Hulk giggled at this.

"Uh, oh." Spidey said, like his cover had been blown into tens of hundreds, thousands, millions and billions and trillions of pieces.

Power Man broke his silence, "You two kissin' each other!" he asked, shockingly. "Sweet melon balls!"

"Cold crab cocktail!" Agent Venom added.

"I have never in my wildest of dreams seen you two connect like this." Iron Fist said, feeling stunned.

Thor took the opportunity to say, "Lady Widow and Man of Spiders, be there something you wish to share with us?" he asked.

"Umm...That's what I would like to know too, because you've got some 'splainin' to do." White Tiger agreed with the mighty God of Thunder, and Spidey and Widow turned their head's to Nova, who had an innocent look on his face but was not smiling.

"Hey, don't look at me!" Nova deadpanned. "I didn't tell them about you two getting chummy with each other!"

"WHAT?!" the Web-Warriors said in unison, feeling shocked that Nova kept it from them ever since the Spider's and him teamed up with Star-Lord, Silver Surfer, Adam Warlock and Quasar to save the Guardians Of The Galaxy from Terrax.

White Tiger got up in Nova's helmet covered face. "Nova, why didn't you tel..." she was about to finish her sentence but was ultimately cut off when Peter went and came out with it.

"Hold it!" he said. "Okay, we'll come clean about us! Jeez!"

"If we tell you this, don't tell Nick Fury about it because we're trying to keep it a secret from him until the time is right." Natasha offered.

All the heroes looked at each other, muttering to themselves. "Okay, what're you gonna tell us?" White Tiger asked.

"Well, the truth is..." Peter started off.

"Spider-Man and I..." Natasha continued.

After a few seconds of silence, they said together "We fell in love!"

"WHAT!?" everyone said in unison, while Cap, Hulk, the Agents Of S.M.A.S.H. and Falcon kept quiet.

"Yep, it's true." Peter said to everyone. "We fell in love and decided to start a romantic relationship after we took down Deadpool, Grant Ward and Yelena Belova. We've both been connected out of the blue in so many ways."

"Let's just say that I found him attractive and handsome." Widow added to what her boyfriend said to the other heroes. "And, his sexy abs speak for itself."

This made Peter's cheeks turn bright red. "Aw, c'mon Natasha. You're making me blush, babe."

This shook Hawkeye to his very core, granted he was married, but he began to scream really loudly as a whole bunch of champagne glasses to break and a window too.

"Whoa! I didn't know Hawkeye could scream _that_ loud!" Peter said.

"Yeah, ol' Legolas is screaming like a girl!" Red Hulk agreed to that.

Everyone all laughed at Hawkeye for his screaming after he stopped. "Looks like he'll be auditioning for a falsetto in the Opera!" Peter snickered.

"Even Nova screams like that if he saw a bunny." Widow commented, making the human rocket disgruntled.

"No, I don't!" Nova said feeling nervous. "Well, sometimes." he added as he huffed and puffed.

"No, no, no, no, NO!" Hawkeye ran around feeling frantic. "This is my worst nightmare come true! Spider-Man and Black Widow being in love?! This is really, really, really nuts!" he shouted.

 _"Need I remind you that you are married, Hawkeye?"_ F.R.I.D.A.Y. asked, reminding Hawkeye of his family.

"Oh, right. Silly me." Hawkeye said as he took a deep breath.

"Sorry Hawkeye, but I win the bet." Iron Man said. "So you owe me a Shawarma sandwich."

"Which also means that you're buying dinner for the Avengers as well." Cap added to what Tony said. "Especially the Hulk."

"Yep, that's the sound of a huge stomach growling." Hulk said, as he felt empty in the gullet.

"Mine too." She-Hulk added, feeling her stomach.

"The rest of us Hulks would like something from that Shawarma place too." A-Bomb added. "Not to mention that us Hulk are really, really hungry." so, the Hulks went with Hawkeye to the Shawarma restaurant.

"Worst. Day. Ever!" Hawkeye groused as he walked with the Agents Of S.M.A.S.H. out of the tower.

"So, what do you think of our relationship?" Peter asked.

"I'm cool with that, man." Power Man said. "I don't have a problem with it."

"Indeed." Iron Fist added.

"I'll go with it, but I just wish that you would've told us about this earlier." White Tiger said, feeling left out of the loop. "And don't worry, I'm not upset. I'm just saying though."

"Fair enough, Ava. What about you Squirrel Girl?" Peter asked.

They saw Squirrel Girl and She-Hulk singing in unison teasingly. _**"Spider-Man and Black Widow, sitting in a tree. K-I-S-S-I-N-G!"**_ they sang as they laughed and slapped each other on the back.

"I guess Squirrel Girl's already with it too, but listen guys." Peter had something to inform them all of. "Don't tell Fury about our relationship being established and also don't spread gossip about it back at the Triskellion either. We're just trying to keep it a secret from him."

"Hey, we're a team web-head." White Tiger said. "Your secret is safe with us."

"Yeah, what she said." Nova added to that agreement, as he folded his arms in jealousy. "Although I'm jealous that Spidey has gotten himself a hot, juicy, beautiful and sexy babe in the Black Widow, who happened to be a perfect 10 by the way." he remarked.

"Dream on, buckethead." Peter joked, and everyone found that to be very funny.

"Well, the Avengers will be doing the same thing as well." Captain America said, agreeing on the Avengers behalf.

Iron Man added to that agreement. "Yeah, after all, Natasha's a member of the Avengers roster and Spider-Man, Peter Parker is a reserve member." he said as his mask opened up to show that he had brown eyes neatly groomed black hair and a beard-mustache combo.

"Sounds cool and all, but the Triskellion's too badly damaged, so we can't use it as our headquarters for a while." Cloak said.

"Which also means that we can't come back to it for the time being either." Widow said, with a submissive look on her face.

But then, Scarlet Spider spoke up. "Wait, you guys lived in the Triskellion?" he asked.

"Yeah." Dagger said. "But now that it's wrecked, we have nowhere to go."

Scarlet folded his arms, and then thought of something. "Why don't you guys live with me in my loft for a while?" he offered.

The Web-Warriors all turned their heads to the Spider in red and black with the blue hoodie and were stunned by the offer he made. "Wait, you have a loft?" Spidey asked.

"Yeah. It over looks Central Park, where I go work on my Way Of Spider fighting style." Scarlet replied. "You guys can live with me until the Triskellion get's repaired."

They all thought about it. "Well, I don't see why not." White Tiger said.

"Yeah, well that depends on if you've got plenty of space in your loft." Nova wondered.

"Oh, believe me, it's got enough room for all of you and more." Scarlet Spider replied to the human rocket.

In his thoughts, Peter said, "I didn't know anything about this. But, this does sound like fun." Then he snapped out of it, and asked, "Scarlet, you mind if Nat and I spend the night at your loft?"

"Sure, bro." Scarlet replied, accepting Spidey's offer.

* * *

Later that night, at Scarlet Spider's loft, Miles, Harry, Norman and MJ had already arrived there along with Scarlet Spider. Skaar, A-Bomb, Red Hulk, Hawkeye, Thor and Hulk all got on the PS4 and began playing racing games while Dr. Connors reunited with his wife and son and Rio was happy for her son.

"Oh, Curt, I'm so relieved your alright!" Martha said, as tears flowed down her face.

"Me too, dad." Billy said, hugging his father.

"Well, Peter did what he thought was best to bring me back." Curt replied. "And, Rio, thank you for looking after my wife and son."

"No problem, Dr. Connors." Rio said. "And Miles, I'm glad you saved a federal life."

"Thanks Mom." Miles said, as he embraced his mother.

Harry felt relieved that his father did not kill Otto Octavius, even if he wanted to.

"Harry, I really don't feel good about what I did." Norman replied. "I could have killed him, but you stopped me."

"Well, I didn't want you to get arrested for what you would have done." Harry said, as he sat down next to his old man. "You're the only family I have, and you have been doing a great job ever since you and mom got divorced."

Norman smiled at his boy, "Thanks, son." the two of them hugged.

Mary Jane was out of her Symbiote costume, and went over to join Flash and Amadeus. "Hi, boys." MJ said. "So, anything new happen while Miles and I were helping the Agents Of S.M.A.S.H.?"

"Well, there is a new Spider hero, and believe it or not, she's Captain America's daughter." Flash said, after he got out of his Symbiote costume and into his varsity jacket, blue shirt and darkwash jeans.

MJ was stunned to hear about that. "Kaitlyn is Cap's daughter?!" she said with surprise. "Wow! I'm glad that I met her. I would like to get to know her more often.

In the other room, Steve Rogers, Tony Stark, Sam Wilson were talking to Phil Coulson who was on the monitor Scarlet Spider had in his loft and they were joined by a redhead with freckles on her face and was dressed in a business suit. This was Virginia 'Pepper' Potts, Tony Stark's secretary, who was also Rescue. Her and Tony were gonna get married, but they have not decided on when it will be.

"So Phil, how's Nick Fury doing?" Steve asked.

Phil gave them the update on the S.H.I.E.L.D. Director's condition. _"His ribs are pretty banged up but he's still alive."_ he said. _"Nothing seriously fatal though."_

"That's good news." Tony said. "Even I had my differences with him, but I wouldn't wish anything worse for him." Pepper then kissed Tony on the cheek.

"That was nice of you, handsome." Pepper said.

"Thanks, Pepper." Tony said to his fiancee.

"Well, at least all the super villains S.H.I.E.L.D. captured are transported to the Raft, Ravencroft and that new unique prison called the Tomb where they won't escape, even though they eventually will." Sam Wilson replied.

 _"Speaking of which, Arcade escaped."_ Phil said, showing footage of a short Asian man with poofy orange hair dressed in a white jacket, colorful bow-tie and work shoes bolting out of his cage. This was Aracde, a mutant who can talk to all kinds of technology. He is also a skilled hitman and an evil genius, who happens to be an enemy of the X-Men.

"He escaped from the Triskellion during the raid by HYDRA, Abomination, Leader, Yelena Belova and the Sinister 6?" Steve wondered.

 _"Affirmative, Cap."_ Phil replied. _"Rumor has it that he's targeting the X-Men because of his history with them, mainly Wolverine."_

"Wow, that doesn't sound good." Pepper said, feeling worried. "I mean there could be more bad guys that are targeting Spider-Man and/or Black Widow." she felt concern for the two spiders.

 _"That's why one of our Agents is working undercover to infiltrate the hideout of the villain who has been secretly hiring the rest of the world's super villains to hunt down Peter Parker."_ Phil added to that.

The Avengers did not know about this, nor did the Agents Of S.M.A.S.H. and it was utterly baffling to them all. "I hope that the Agent's cover won't be blown or if the Agent will be compromised." Cap said, feeling concerned for the agent that is undercover.

"It's best that you keep Peter and Natasha in the loop about what's going on." Tony said. "If they need us, we'll be there for them."

 _"Will do."_ Phil said. _"Oh, by the way, Cap's daughter, Kaitlyn Rogers, who is now calling herself the Astonishing Arachnid is now the newest member of the Web-Warriors."_ he said, formally inducting the new Spider onto the team.

"That's great news, Phil. I look forward to seeing what she can do in the future. Although, I would like to know more about my daughter as you would say." Steve said, feeling the need to get to know Kaitlyn. "Between you and me, Phil, I'd like to be kept informed of her progress as well."

 _"Understood. Coulson out."_ Phil said, before he shut the monitor off on his end.

Pepper took the time to speak to Cap about it. "So, Steve, about this daughter of yours."

"Oh you mean Kaitlyn?" Steve asked.

"Yeah, did you know that you even had her before both of you were cryogenically frozen?" Pepper asked. "Don't worry, I'm just asking out of curiosity."

"To tell you the truth guys, I didn't even know I had a daughter until tonight." Steve confessed. "I must have accidentally gotten Peggy pregnant before I sacrificed myself to save the world from Red Skull in our final confrontation before we both resurfaced into this modern world." he thought.

"So any chance you might wanna spend some time with her so you could catch up on the speed of things?" Sam Wilson asked.

Tony had a worried look on his face. "I don't know if I recommend that."

"Actually, Tony, Sam has the right idea." Steve agreed with what the Falcon said. "Maybe I should get to know my daughter a little better." he walked right over to Katie, who was now dressed in a pair of blue denim jeans, a magenta long-sleeve shirt under a black t-shirt with a stick-person riding on a skateboard. "Kaitlyn. Do you have a minute?"

"Sure, dad." Katie said.

"Tony, Pepper and I were wondering, how is it that you came to be?"

"Oh, well, I found out from Sparkplug that I really am you're biological daughter, but HYDRA created my powers." she revealed, making the three shocked with that 'WTF?' look on their faces. "HYDRA wanted to make a new super soldier serum through me. I was cloned from your DNA, spread across Europe. I was cryogenicly froze me for 60 years. I was in a cryo-pod that Spider-Man found when he and Black Widow were fight someone in a red and yellow outfit with silver gauntlets on his arms."

"Shocker." Pepper said.

"So that was his name." Katie said. "However, Peggy Carter isn't my mother, my biological mom died of Cancer after the war."

"Well, I thought I got Peggy pregnant before I sacrificed myself to stop Red Skull's plan after the war." Cap said, turning his head to Tony.

"You didn't." Katie relieved the patriotic hero.

 **(A/N: I used the updated bio on Arachnid from iPandaDrawer as a reference.)**

"Well, I'm glad I met you, Kaitlyn." Steve said. "And, I'm sorry about your biological mother. I would've loved to meet her."

"I'm sure she would've loved to meet you too. You can call me Katie if you'd like." Katie said, as she walked over to the fridge to get something to drink.

* * *

Later, in the bathroom, Peter and Natasha were taking a bubble bath, and were joined by Doreen Green, Tandy Bowen, Ava Ayala and She-Hulk. The lot of them discussed the adventures Spidey and Natasha had, including one they both felt mind-blown about.

 **(Room In Here by Anderson .Pakk Feat. The Game and Sonyae Elise plays)**

"So Natasha gave you a lapdance when she was hypnotized by that Blue Swede song, 'Hooked On A Feeling'?" asked Doreen.

"Actually, she hated hearing that song so much, it made her move her body to the beat, give me a lapdance and we got frisky with one another." Peter corrected. "It shocked Nova so much, he ended up dropping his jaw all the way to the floor."

Natasha laughed, uncharacteristically. "Yeah, you should have seen his face." she said. "He was like..." she made a gasping face to imitate the look on Nova's face during the mission in question, and the girls all laughed with them.

"Oh, my God!" Tandy said, while she laughed. "I didn't know his mouth was wide open!"

"No wonder Sam Alexander has a big mouth." Ava remarked, jokingly. "He has a mouth the size of Hulk's fist."

"I wish that were true, Ava." Jennifer laughed.

"Speaking of something big, you should have seen Terrax!" Peter said. "That guy is twice or three times our size! Fighting guys like him was a challenge, a video game sized challenge!" he stated, denoting that a victory over Terrax was not easy.

"So you, teamed up with the Guardians Of The Galaxy to stop him?" Shulkie asked.

"Yeah, but before all that, we had to help the Silver Surfer while he was in the Negative Zone fighting Nebula." Peter stated. "After we saved him, he decided to get in contact with Adam Warlock and Quasar so they could help us out." the girls were amazed to hear that. "We all took Terrax down and sent him packing to the Nova Corps. where he was sentenced to life in an intergalactic prison known as the Kyln."

The girls were all shocked to hear that. "Whoa. I wouldn't last two minutes in that prison." She-Hulk said. "I heard that the prisoners there are using sleeping mats and a few of them are all sleeping in the same cell that can lock them up 15 to 20 years for life. And it's also possible that some of the big cheese authority figures are using tax paying money to keep that prison going."

"Just like in the U.S.A.." Peter commented on that statement.

Doreen had another thing one her mind. "So Peter, what was it like to be in Natasha's body and vice versa?" she asked.

"Well to be perfectly honest with you ladies, despite dealing with having bigger boobs on your chest, the center of gravity, female hormones, long flowing hair, and all that, being trapped in Natasha's body was weird and freaky at first but after learning what a real female body is capable of, it made me understand and appreciate a woman from her point of view." Peter replied. "And don't take it the wrong way Nat, but being in your body is a lot more better than being in the body of Wolverine, Hulk and Loki, being turned into a werewolf and little bitty pig as Spider-Ham and having my own body possessed by Doc Ock when he controlled my brain three days ago. All of them were brutal but switching bodies with you is all worth it."

Natasha scoffed, "Keep dreaming, bodyswap boy." she teased.

That comment actually made Peter stammer nervously. "Hey, I resent that...doi!" he facepalmed himself and the girls were all laughing at his expense, making him feel defeated in a way. "Yeah, yeah, laugh it up all you want girls."

The laughter was soon brought to a halt when Red Hulk, Thor, A-Bomb, Skaar, Hulk and Hawkeye came barging into the bathroom unannounced. Hawkeye was being chased by the thunderer and the smashers.

"Hey, do you guys mind!?" Peter raised his voice at the lot of them. "We're in a bathtub with no clothes on!"

"Yeah, how about some privacy!?" Natasha added.

"You perverts!" Ava roared while Doreen and Tandy screamed with fright. Jen covered her bosom while her bottom was in the tub.

"Our sincerest apologies ladies and friend Peter but Hawkeye ate the last potato chip and insulted us!" Thor told them.

"Aw, c'mon!" Hawkeye complained. "It's just one little potato chip. Besides, you morons are too slow, too little, too late." he taunted.

"Oh yeah?!" Red Hulk countered. "I'll show ya whose the moron when I get my fuckin' hands on that pencil neck of yours!" he declared.

She-Hulk got up and exposed her full body to them. "Maybe I'll give you guys a hand with that." she said.

"Jen, towel? You're exposing yourself in front of us!" Hulk said, covering his eyes.

"Then turn aro...whooooooaaaaaa!" Jen accidentally fell and splashed Peter and Natasha. "Heh, heh. Oops!" she said, nervously.

"Aw man! Shulkie, look what you did!" Peter complained.

"Sorry guys, but this is all Hawkeye's fault!"

"No argument there, Jen!" Natasha hissed as she stood up and exposed her sexy body to everyone. "And for that, I'm gonna kill him!"

"Oh crap." Hawkeye said, taking his sunglasses off and leaving them on an end-table and bolted right out of the bathroom, with Thor and the Hulks bringing up the rear. Jennifer and Natasha stood up

"Clinton Francis Barton, you get back here right now!" Nat demanded. "Wait till I get my hands on you and rearrange your limbs you son of a beehive!"

 **(Song Ends)**

Before the two ladies started running off after the acrobatic archer, Jen had a baffled look on her face. "His middle name is Francis?"

"Yep." Nat replied as her and Jennifer laughed about it as they ran off after him.

"Hey, wait for me!" Peter said as he stood up and bolted out of the tub and ran to catch up with his girlfriend and his favorite Agent Of S.M.A.S.H.

Ava, Doreen and Tandy noticed that they did not get their towels. "Wait, guys! Are you forgetting...oh, never mind." Ava said, feeling too late to inform them, but the three of them were a little embarrassed to have see Peter's hard member and how long it was.

"Who knew that Spidey had a bigger dick than Nova and the guys." Doreen said.

"Certainly not me, that's for sure." Tandy added.

"You said it, girls." Ava added.

Sam, Danny, Luke, Tony, Steve and Katie saw the whole thing happening and Katie covered her eyes. "Whoa! Hey, guys look!" he pointed at them. "Webhead and Natasha are goin' streakin'!" he laughed only for Katie to kick in the balls.

"Shut it, Nova!" Katie dismissed the human rocket. "You have no right to say that about them!" she walked right over to the supply closet.

Luke took the opportunity to inform the two Spiders, "Hey, Pete, Natasha, y'all forgot your towels!"

Peter looked down at himself and noticed that his dick was showing, as were Natasha and Shulkie's buxom breasts. "Ah, Natasha, do you realize that we're chasing after Clint in our birthday suits?" Peter asked.

"Yeah. So what?" Natasha didn't care as long as she would get the chance to beat her former partner up. "I just want to kill him!"

Tony was turned on by this. "Wow, the view of Natasha Romanoff in her shining glory is better than ever." he remarked only to get elbowed in the gut by Pepper.

"Honestly Tony." Pepper deadpanned. "God, you're such a perv." she facepalmed.

"Should I..." Cap nearly asked, but Katie went over to her father.

"Got the Towels, Dad!" Katie said as she rushed over to the spiders and the jade giantess.

"Hey, wait for me!" Steve said as he followed his daughter.

* * *

As the Hulks, Thor, Spider-Man and Black Widow chased Hawkeye throughout the Loft, Scarlet Spider went into his room and decided to look over a map he had hidden. He began thinking about something he never shared with the others at all.

 **(If You're Gonna Be Dumb, You Gotta Be Tough by The Deadly Syndrome plays)**

Hawkeye kept running until the Hulks, Thor and the Spiders made a wrong turn and he went up the stairs all the way to the rooftop and began panting. "I think I lost them." he said. "Looks like I...what's that sound?" he heard something coming at him, and saw Devil Dinosaur right behind him. "AAAAAAHHHHHH! A red Tyrannosaurus Rex!" he shouted. He also noticed that he forgot something. "And I forgot my bow and arrows too! So...HEEEEEELLLLLLPPPPPPP!" he screamed, making the Spiders, the Hulks and the Asgardian prince race up to the rooftop to see Clint being chased by Devil Dinosaur, which made them laugh at his expense.

"Looks like Devil Dinosaur will take care of him for us instead!" Peter said as he laughed along with Natasha and the others.

"Serves you right, Clint Barton!" Natasha said, taunting her ex-partner.

"Not helping Natasha!" Clint shot back. "Now get me outta here! Help me!" he begged feeling like karma happened.

 **(A/N: You know the old saying; Karma's a bitch!)**

"We would help you Hakweye, but we'll sit this one out since you disrupted our bubble bath. So..." Peter was about to continue what he was saying. "Nah!"

Katie then took the time to stop them from laughing. "Hey guys, aren't you forgetting something?"

"Yikes!" said Peter as he covered his foreskin covered manhood. "I knew this would happen!" Natasha covered her womanhood and her boobs, as did She-Hulk. "That's what I've been trying to tell you, Natasha!"

"Quick, pass the towels, Katie." Natasha asked, and Kaite did so as Peter placed one around his waist, while Natasha placed her's around her whole body as did Shulkie. "Thank you, Katie."

"No problem." Katie said back to the Russian redhead. "Better get back inside before you both catch a cold." And so they did go back inside.

"Hate to say this to you Nat but I told you so." Peter stated.

"So what? It was worth it!" Natasha said back to her boyfriend.

Peter got a look at Natasha's bust, even if it was wrapped up. "Wow, Nat, your boobs look much bigger when their wrapped in a towel.

Natasha blushed. "Stop it, Peter. You're embarrassing me."

* * *

When the two Spiders returned with She-Hulk to the bathroom, with their towels on their private parts, they took them off and rejoined Ava, Tandy and Doreen in the tub.

"Now where were we?" Peter asked. "Even though I saw all of you naked at the same time." he blushed.

"Yeah, you saw us naked Pete." Ava pointed out. "Just don't tell the guys that you did because that'd be embarrassing if you did."

"I agree with Ava." Doreen agreed.

"I second that emotion." Tandy responded.

"Scout's honor." Peter did the two finger to the forehead gesture.

Natasha laughed in front of the girls. "You're not even a boy scout, Peter." she said. "Just a teenager who I find very, very sexy." she purred.

"Easy there Tigress." Peter quirked, but then his phone began to vibrate.

"Peter, your cell phone is ringing." Tandy pointed out.

"I wonder who it is?" Jen asked.

"Oh, it's my Aunt May. She's on vacation for a while with some friends of hers." Peter picked up his phone and began to speak into it. "Hey, Aunt May."

"Hello Peter." May said, on the other line. "How's everything back home?"

"Oh the usual." Peter responded. "Except that I had a Freaky Friday today when I crossed path's with that mind-manipulating mutant named Mesmero, that guy made me and my beautiful girlfriend switch bodies with each other. Not just our bodies, but our voices too! It was the freakiest time of my life!"

"Oh dear! That was terrible!"

"I know, but somehow, someway, while me, my girlfriend and the Web-Warriors teamed up with the Avengers, the Agents Of S.M.A.S.H. and Coulson's team to take on Mesmero, Yelena Belova, Abomination, this big-headed guy who calls himself The Leader, Doc Ock and the Sinister 6 who has a new Rhino, my girlfriend and I grew to love a appreciate each other and understood each other's point of view when we were swapped." Peter reassured.

May was astounded by how her nephew's victory over his enemies. "That's great, Peter. I'm happy to hear that." she responded. "I just got back with the Bartons from the Amusement Park just to check on you."

"Well, we're okay now." Peter said. "We were washing up, relaxing and enjoying each others company after being in each other's bodies all day."

"Okay dear. I'm turning in for the night so I can take the next trip to Denver tomorrow." May said. "I'll talk to you later."

"Okay, good night Aunt May."

"Good night, Peter." May said as the both of them hung up their phones.

She-Hulk did not know that Spider-Man had a family before she met him and/or read about him in the papers. "So, does your Aunt know that you're Spider-Man?" she asked.

"Yep, she does." Peter responded. "I kept my identity a secret from her until I found out that she already knew I was Spider-Man all along during the Contest Of Champions." this had the girls virtually stunned as they all had a gaped mouths.

"That's unbelievable!" Tandy replied.

"I know!" Ava added. However, Doreen had something she wanted to say but her face was a very bright crimson red.

"Hey, Doreen. What's on your mind?"

"Well, how should I put it?" she muttered to herself. "Even though you and Black Widow are currently dating, I gotta admit that I had no idea how handsome you look under the mask." she complimented.

"Me too!" Tandy added.

"Me three!" Shulkie also agreed with what the two teenage heroes said.

"Then that makes four of us." Natasha agreed.

Peter felt a little bit embarrassed, but Natasha didn't mind it a little bit. Peter then re gained focus and responded by asking, "Wait a minute. Are you girls teasing me?"

The girls all looked at each other, "Maybe." they said together at once.

"Well, in that case..." Peter pointed his right index finger at them while he clicked his tongue and winked making them giggle with delight as he and Natasha kissed each other on the lips.

Little did they know, outside a lone feminine figure dressed in a ripped jungle-girl styled outfit over looked them and said to herself. "Looks like Beyonder was right, he and Black Widow are the ones who can help us stop the Mutabug threat." She then jumped off of one rooftop and landed on another one.

 **(Song Ends)**

* * *

Back at Mysetrio's hideout, he felt down that the takeover was a disaster, but happy that the Triskellion was in shambles.

"Hmm, looks like we won't have to worry about the Triskellion for a while now." Mysterio said. "And it would seem Arcade my prove yet a brilliant distraction for the Spiders while we initiate the next step in our plan."

"True." Carnage added.

It is then that someone is contacting them on the monitor again, this time it was someone with a shadow over his body. "Ah, Quinton Beck/Mysterio, master of illusion, so delighted to meet you monitor to monitor."

"Who are you?" Mysterio asked.

"Just someone who has information on Spider-Man's father...And I shall share it with you and Carnage."

"Hmm, this sounds interesting." Carnage said, laughing like a psycho.

Little did they know, 'Harvey' was overhearing the conversation. _"Oh, shit! Looks like Peter is in some deep danger now."_ he thought. _"I gotta think of something, but what?"_

To Be Continued...

* * *

Well, there you have it folks. Chapter 10 is officially done! I'm sorry I didn't update sooner, been having some problems of my own. That part about Truman Marsh dying prior to all this, it was revealed in Avengers: Ultron Revolution, Civil War - Part 3. I just thought I'd put in what would happen if Scarlet Spider drove Ultron away before he could carry out his scheme. Also, I'm gonna rewrite chapter 1 of the story. I feel the need to rewind back to how it all started. That, and my boss will be in Dallas. By the by, Happy April Fools day!

Stay tuned for Chapter 11: Arcade's Revenge! Spidey and Widow are out having dinner, but then they are attacked by robots that were sent by the villain known as Arcade, who has captured the X-Men, now the Spiders have to save them from Arcade's dastardly plot. Can they save the coolest mutant crusaders before this villain topples them? Find out next time!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	11. Arcade's Revenge!

Hiya folks. If you liked the first 10 chapters, you'll love this one. Chapter 11 has Spidey and Widow going out to dinner but it's interrupted when Arcade sends robot duplicates of various different villains to capture them. The Spiders soon find themselves captured, but they find out that...the X-Men got captured too. So it's up to the Spiders to overcome Arcade's traps, fight their way out, help the X-Men and defeat the villains before it's too late. Can the Spiders save the coolest mutant crusaders in the known universe and topple Arcade all at once? It's up to you to find out! On a side note, I know the X-Men never appeared in the Ultimate Spider-Man cartoon or Hulk And The Agents Of S.M.A.S.H., but they were mentioned by Star-Lord in an episode of Ultimate Spider-Man where Spidey is introduced to the Guardians Of The Galaxy. I also wanted to name this chapter after the video game of the same name. But enough idle-chitter-chatter-goss-tatter-jibber-talk, let's get it on!

* * *

Disclaimer: Same as before. I also do not own X-Men or any of the cartoons it spawned. All rights go to Marvel, Fox and Stan Lee.

* * *

Chapter 11: Arcade's Revenge!

A few days passed since Doctor Octopus, Red Skull and Mesmero took over the Triskellion, made Spider-Man and Black Widow switch bodies, same for Hulk and She-Hulk and made the Triskellion wrecked even more than ever. While it's being repaired, Iron Fist, Power Man, Nova, White Tiger, Squirrel Girl, Cloak, Dagger, Agent Venom, American Son, Spider-Woman, Kid Arachnid, Ka-Zar, Zabu and Iron Spider are all staying in the loft owned by Scarlet Spider, and they have a new member in Katlyn Rogers/The Astonishing Arachnid, who just so happens to be Captain America's biological daughter. Mesmero was arrested and taken to a new prison called 'The Tomb' and Doc Ock was nearly beaten till he was dead by Iron Patriot, that is until America Son stopped his dad from killing Ock. Plus, the Avengers approved of Spidey and Widow's relationship, as did the Web-Warriors and the Agents Of S.M.A.S.H.. And Squirrel Girl, She-Hulk and Dagger think that Spidey was handsome with the mask off. Right now, we see Peter and Natasha at the Parker Residence getting ready for a date they were going out on. Peter was dressed in a suit with a navy colored neck-tie, black jacket, business shoes and his hair was gelled while he was standing by the staircase.

 **(How You Like Me Now by The Heavy plays)**

"Nat, are you ready?" he asked. "I know you've been in my room for an hour, but I'm anxiously ready to take you out on a date."

"Just be patient, dear." Natasha said back to him. "I'm coming out right now."

"Okay, let me recount over the events during my partnership/romantic relationship with Natasha Romanoff, the deadly Black Widow from the Avengers. We took down Shocker, I took her over to my house where she learned my identity as your Friendly-Neighborhood Ultimate Spider-Man, we kicked Deadpool's ass with my team (Power Man, Iron Fist, Nova and White Tiger), I saw her butt-naked when I barged into my bedroom, we had our first kiss before we went to bed, teamed up with Phil Coulson and his team of S.H.I.E.L.D. Agents to take down Yelena Belova and a former S.H.I.E.L.D. Agent gone rogue Grant Ward where Leo Fitz and Jemma Simmons gave me an upgrade for my costume and Nat and I decided to start a relationship after we revealed our feelings for each other by the way, retrieved my web fluid formula from Hammerhead and Tombstone with the help of Iceman, Firestar and the mysterious Scarlet Spider, bashed Terrax with Nova (again), the Guardians Of The Galaxy, Silver Surfer, Adam Warlock and Quasar, got turned into werewolves on our rescue mission to save Captain America and Hulk who also got turned into a werewolf and a giant were-lion in Transylvania by Nightshade and Red Skull which resulted in Natasha's boobs growing into a triple C cup size, had my body possessed by Doctor Octopus when he used and Octobot to take control of my brain and do evil things with my body to cause senseless destruction in New York in order to destroy my reputation and ruin my life but Black Widow, the others and Ant-Man saved my life and finally in a weird way, Natasha and I had a Freaky Friday when Mesmero used his mind manipulation powers to make us switch bodies, and he did the same thing to Hulk and his cousin She-Hulk, but we whooped every bad guy butt and forced Mesmero to reverse the bodyswap before he was sent to a new super villain prison called The Tomb. Not to mention that the Avengers, Agents Of S.M.A.S.H., Scarlet Spider and my team found out about my relationship with Black Widow when we kissed in front of them and agreed to keep it a secret Nick Fury. If Fury ever finds out that Natasha Romanoff and I fell in love, it'll be on hell of a disaster for the both of us." Peter said, breaking the fourth wall.

"Okay, I'm ready." Natasha said, as she walked down the stairs, wearing a very attractive black party dress that showed a lot of cleavage. She had a pair of black stilettos, diamond earrings and had her hair in a bun.

Peter had his breath taken away by the sight of her. "Whoa! I gotta say Nat, you look very stunning tonight." Peter said, as he kissed Natasha on her hand.

"You too, handsome." Natasha said back, as she giggled with delight. "Except for the fact that you're wearing Chuck Taylor shoes with your suit." she pointed to her boyfriends feet.

"Hey, I can't help it." Peter responded. "It kinda grew on me."

"Fair enough."

Peter opened up the door. "So, shall we?"

"Da. davay poveselimsya." the two of them went out the door, with Peter locking it behind him as they got into the car and went out for their date.

 **(A/N: Da. davay poveselimsya mean's Yes. Let's have some fun in Russian.)**

* * *

Later, the two enjoyed a nice dinner down at a restaurant called Blue Hill. Peter sat in front of Natasha, as the both of them had spaghetti, a meatball fell into Natasha's cleavage, as she looked down, she picked it out of there and ate it. Peter was bug-eyed when he saw that and felt his heart beat rapidly like a kangaroo gone mad once again and his nose started to bleed, but he wiped it clean. Natasha then got another noodle in her mouth, started sucking it in, but it brought Peter closer to her and it made them kiss on the lips. Peter replied to it full of passion. Next, they saw a stage show being preformed and the laughed, cried and gasped in suspense at it. After the show ended, the two stepped out of the theater, with Peter holding Natasha's hand.

 **(A/N: Blue Hill is the restaurant where Peter went on a date he had with Carol Danvers in Ms. Marvel Vol. 2 Issue 47 for those of you that are new to this.)**

"So, Nat, how was dinner and a show?" Peter asked.

"I enjoyed it." Natasha replied with a kiss on Peter's cheek.

"I'm glad that you did." Peter said, feeling happy. "So, what do you say we..." just then, Peter stopped walking when he felt a tingling in his head.

 **(Song Ends)**

"What is it?" Natasha asked. "Is it your Spider-Sense tingling?"

"Yeah, trouble." Peter said, as he got a look at a few cars being thrown around into a few buildings by a man with fur over his shoulders dressed in a brown and gold outfit and short wild blonde hair along with a what looked like a Japanese woman with really long fingernails and a man with platinum blonde hair in a ponytail dressed in a red and silver armor suit and the Omega symbol on his forehead. "Whoa!" Peter said with shock. "It's Victor Creed, Yuriko Oyama and Arkady Rossovich. Or as their villain names are, Sabretooth, Lady Deathstrike and Omega Red! They're some of Wolverine's arch enemies!"

"And three of S.H.I.E.L.D.'s most wanted criminals who are extremely dangerous!" Natasha added while she felt puzzled. "What are they doing here, besides disrupting our date?" she wondered.

"Causing a rampage in the city! I think they're after Wolverine again!" Peter and Natasha started running toward an alleyway to get into their costumes.

"Well, we can't stand by and let them do what they want!" Natasha declared. "We gotta stop them right now!"

"Yeah!" Peter agreed as he got into his Spider-Man costume quickly, by pressing a new gadget on his communicator. "It's a good thing my communicator can change me in and out of my costume, thanks to that upgrade Fitz and Simmons gave me back when we fought that Grant Ward guy."

 **(A/N: See chapter 4: The Hunt For Belova and Ward to hear about the upgrade. There is another upgrade coming soon.)**

"Hun, you're not the only one who can do that." Natasha said, getting into her Black Widow outfit. She took her dress off and her costume appeared out of nowhere. "I can do that too."

"That's good enough for me." Spidey said. "Now let's go!"

Sabretooth began throwing another car around to try and find who he, Omega Red and Lady Deathstrike were looking for. But so far, all they found was no sign of him. However, Sabretooth got a whiff of something., "Logan's here!" he shouted to the others. "I can smell him a mile away!"

"Not even close, Mr. Sabretooth Tiger for brains!" a voice said from behind him. "BANZAI!" Spider-Man came flying at the villain with an uppercut to the jaw, knocking him back with Black Widow boosting it with a kick to the chest.

"What?" Sabretooth said, as he shook the pain off.

He saw Spider-Man and Black Widow standing in front him and the other villains. "Wow! Your face feels like rust!" he stated, tauntingly. "Did you forget to take your fiber again?"

Sabretooth put everything together. "Hey, I remember you!" he said. "You're that Spider-Boy who teamed up with Wolverine! Aren't ya?"

"Yup!" Spidey responded. "I'm pleasently surprised that you remember me!"

Lady Deathstrike readied her claws, waiting to gouge the web-head. "Then anyone who is friends with that Gaijin who brought dishonor upon me and my family will suffer and die!" she said with rage.

 **(A/N: Gaijin means outsider in Japanese. I was able to translate that when I watched Kamen Rider.)**

"Whoa!" Spidey freaked. "And I thought I had too many arch enemies!"

"Me too Spidey!" Widow added. "That's always the annoying part about being a superhero!"

Omega Red got his weaponry out, and was about to aim at Black Widow. "Not as much of an annoyance as you are, Black Widow!" he insulted. "Beu we will crush you! Either way, we shall show you no mercy!"

"O, ya tryasus' v botinkakh." Widow said, sarcastically in her native language.

Spidey did not understand what his girlfriend said, yet said, "I'm gonna have to find a way to get my costume to translate every language from around the world. Especially Russian." to himself.

 **(A/N: O, ya tryasus' v botinkakh means 'Ooh, I'm shaking in my boots.' in Russian.)**

Sabertooth decided he had enough of all this yammering about. "I'm done talkin'!" he declared, readying his claws for an attack. "Let's rip 'em to shreds!"

"Da, comrade!" replied Omega Red. "We must crush them now!" Omega got his whips out and Lady Deathstrike kept her claws out.

Spider-Man got ready to fight the three villains, as did Black Widow. "Got your glow sticks?

"Oh yeah." Widow said, with determination and seduction as she got her glowing batons out from behind.

"Alright, let's go!" Spidey said, agreeing with his girlfriend.

"Way ahead of you, sweetie." Widow said, charging at the villains with Spidey, and the battle starts.

 **(Bring Da Ruckus by Wu-Tang Clan plays)**

Spidey delivered a flying forearm to Omega Red, only for the villain to hit him back with a spinning kick to the side of the face. While Sabretooth kept waving his claws at our wall-climbing while Black Widow was using her batons on Lady Deathstrike. The web-slinger was outnumbered by the two villains.

"Hey, what the hell is this shit!? A two for one sale!?" Spidey complained.

Omega Red scoffed at the web-head. "Ha! More like a double header from hell!" he taunted as he delivered a little shot to Spidey.

Sabretooth scratched Spider-Man in the back a bit too hard, and then kicked him in the back of the knees knocking him to the ground. "Alrighty, bug boy!" he said, aiming his claws at him. "Y'think you can fight off the two of us before you get squashed like the bug you are!?" he asked trying to discourage him.

"Hey, I fought against the Sinister 6 and Sinister 7 before. So this won't be any different!" Spidey got out of Omega Red's grip, grabbed the cables, pulled on them to swing him around until he made Omega Red hit Sabretooth. "See what I mean, fellas?" he quipped.

The two villains got up to their feet again. "Don't get cocky, kiddo!" the villain with the fur warned. "I'm gonna get even with you after the last time I tried to kill ya! Wolverine won't be savin' your stinkin' skin!" he declared before lunging at him again.

"Dude, are you serious!? I just bathed about a few hours ago!" Spidey ranted in anger at Sabretooth before turning his attention to the Russian villain. "And you Omega Red, are you really that obsessive about killing Wolverine too or are you only jealous that the deadly Black Widow has a better looking body of Russia than you?!" he taunted the villain while complimenting Natasha at the same time.

Omega was really annoyed by what he just heard. "Do you ever shut up!?"

"Uh, gee, let me think." Spidey continued to tease the villain. "How about...no!"

"Then I force you!" Omega launched his cables at him yet again, ensnaring him in a tangled-up mess.

"Fuck! He caught me!" he mumbled.

"Oh, I'll do more than that!" Omega Red confirmed, as he began electrocuting the web-slinger again this time wit medium voltage.

After it stopped, Spidey joked, "Boy talk about putting a shock to your system."

 **(A/N: That was a nod to Static Shock. I really miss that show.)**

Widow kept on going at Lady Deathstrike with her batons, but as Lady Deathstrike countered the Russian Avenger's strikes, she resorted to tripping her to the ground. "It's going to take more than those pathetic glowing sticks of yours to get rid of me, Black Widow!" she taunted.

"Don't get ahead of yourself, bitch!" Widow countered as she kicked her in the belly and got back to her feet.

"Why you!" Lady Deathstrike flung herself at Black Widow, only for her to get grabbed in the arm, have it tied behind her back and get kicked. Black Widow and Lady Deathstrike then delivered a series of back and forth action until Natasha hit Yuriko in the face with her glowing batons which revealed half of a mechanized skull.

Widow was shocked to see this. "Whoa! You're a robot." she then began to put two and two together. "Spidey, we've been had! These three are just robots!"

"Robots, eh? So that would explain why Sabretooth's ugly face felt different when I kicked him or it in the face!" the web-slinger realized that fact. "Widow, charge up the juice in your batons! I got a new kind of webbing that'll pull all three of them together like a bungee cord!" he said, relaying the plan to his woman.

"Sounds good to me!" Widow responded, "Okay, now to crank it up a notch!"she declared, setting the voltage in her batons up to maximum power.

"Okay, here goes nothin'." Spidey mumbled to himself. He got ready to lay a bungee web mine sort of trap for the villainous robots. "Widow, now!"

"Brace yourself!" Widow slammed the Lady Deathstrike robot with the maximum voltage in her batons when she swung them a couple of baseball bats and the machine stepped onto the min and the webbing grabbed the Omega Red and Sabretooth robots, causing them to bungee bounce off of a lamp post. The electrical surge that got them was so massive, Spidey and Widow took cover behind a car. When the coast was clear, they stepped out from behind the car and the robots dropped to the ground.

"Guess that worked." Spidey said, taking bows in his mind. "I came up with that idea because I tested the glue webbing that holds like a bungee cord. And I'm also glad that I didn't forget to do that workout with you, either." he turned his attention to his pretty Russian lady.

Widow smiled seductively, but then regained her focus. "All that aside, who sent these robots out at a time like this?" she asked.

"Your guess is as good as mine, babe." Spidey said. He thought of a few suspects, one of which being the Fantastic Four's arch nemesis; Victor Von Doom/Dr. Doom, but then dismissed the very idea of it all. "I doubt Dr. Doom would..." Spidey stopped talking after Widow gasped. He saw her looking all bug-eyed. "Nat, what's wrong?"

She then felt something in her head. "Call me crazy, but somehow...I think I got Spider Sense tingling in my head."

Spider-Man was flabbergasted to hear his girlfriend say that. "WHAT!? H-H-How is that possible?" he wondered.

Natasha began thinking about it and then got the deduction. "It had to be Mesmero! I think there might have been a side effect from when he toyed with our minds and switched us into each other bodies." she summarized.

"Wow, no kidding. I'm surprised that there _IS_ a side effect of Mesmero's powers giving you the same Spider Sense that I have." Spider-Man said, feeling like he and Widow had that in common. "Anyway we need to figure out who sent these robots to create an incident here in the Big Apple." he then got to look at wires and circuitry, and noticed that it was not Stark tech or S.H.I.E.L.D. either. "I'm betting that a lunatic who behaves like a spoiled child may have something to do with these metal heads."

Just then, the destroyed Lady Deathstrike robot's jaws opened up and a voice came out of the speaker saying, _"You guessed it, Spider-Freak!"_ Spidey recognized the voice coming out of the destroyed robot. It was that a Mutant criminal he fought with Captain America and Wolverine, this was Arcade.

"Whoa! I _DID_ guess right!" Spidey felt shocked to know that was indeed right. "Looks like my old pal Arcade is back on the scene!"

"Speaking of which, I read the file on that creep." Widow added. "During his stay at the Triskellion, he became mentally insane and warned us that he'll escape from S.H.I.E.L.D. custody."

 _"That's right my pretty!"_ Arcade's voice said, sadistically. _"And as for you, web-head, it's payback time!"_ he laughed evilly through the speaker while he said it. _"And this time, we're going to play a little game I have dubbed...ARCADE'S REVENGE!"_

"This doesn't sound good." Spidey dreaded this day might come. Just then, the destroyed robots had one last trick up their sleeves, and began spreading a gas in front of our Spider heroes. "Ah! Knockout gas! I hate that kind of gas!" he ranted as he tried to filter the gas out, but failed.

The same thing happened to Widow to. "Unbelievable!" she said, before she dosed off, falling to the ground the same way her boyfriend did.

 **(Song Ends)**

* * *

Elsewhere, Mysterio, Carnage and Harvey saw the whole thing and were greeted by Arcade on the video screen.

"Exemplary work, Arcade." Mysterio said. "You show promise to the three of us."

Arcade chuckled warmly. _"Thank you, Mysterio."_ he said, wickedly. _"I trust you find my method of capture to be to your liking?_ "

Carnage chuckled like a madman. "Yes. We do."

"But it would seem as though that the Spiders aren't the only ones you have apprehended, true?" Harvey asked.

 _"You catch on fast, Harv."_ Arcade stated as he chuckled again. _"I do have other captives, and am keeping them occupied as I exact revenge on them for defeating me numerous times in the past!"_

Mysterio mused at Arcade's antics. "I gotta admit, you sure know how to entertain a villain."

 _"I try."_ the villain said. _"Anyway, better get back to my revenge."_

"Excellent. Proceed, Mysterio out!" Mysterio said as he shut off his end of the communication. "Harvey, back to what you were doing."

"At once." 'Harvey' said, as he walked out of the room, went over to the coffee machine and took a sip of it after he sweetened it. _'I hope Spidey and Widow can get out of Arcade's trap and save the X-Men all at once. Otherwise, if Arcade succeeds, we're all dead.'_ he thought

* * *

Some time passed, Spider-Man and Black Widow opened up their eyes, and found themselves in some kind of carnival-looking place. It reminded Spidey of Coney Island, but done the very wrong way on so many levels. He groaned in pain, rubbing the back of his head and Widow did the same.

"Aw man. Not again." Spidey complained, as he got to his feet. "Arcade is definitely doing it again." he then went to Natasha and stuck his hand out to her to help her up. "Natasha, are you okay, babe?"

Natasha grabbed her boyfriend's hand and helped herself up to her feet. "Yeah, I'm fine." Natasha told him. "But God dammit, I'm starting to hate the same old crap."

"The bad guys using knockout gas on us so they drag us to their lair routine?"

"Yeah, that." Natasha said, answering the question.

Spidey nodded his head in agreement with his girlfriend. "That Arcade guy is getting on my freaking arachnid nerves!" Spidye ranted. "He thinks that everything is like a video game."

Widow then noticed that there was what looked like a health meter above her's and Spider-Man's heads. "I can see why." she said. "But for now, how about find a way out of here?"

Widow tried to find a window or a door, just before an image of Arcade could be seen in front of them. Of course, it was only an image of his head. _"Sorry, but you're not going anywhere!"_ Arcade taunted evilly.

"You!" Spidey hissed bitterly.

 _"Not without me having a lot of fun at your expense!"_ he chuckled with a sinister manner.

Spidey noticed that Arcade looked a whole lot different somehow. "Looks like you've gotten a whole lot crazier than the last time we met!" Spidey pointed out to the carrot-topped villain. "As a matter of fact, your getting more and more childishly psychotic as the days go by! A spoiled, obnoxious, arrogant, bragging rich kid who has daddy and mental issues!" he insulted the villain again.

 _"Seiz the bug boy who's been shaking it up with the deadly Black Widow!"_ Arcade denoted his knowledge of their romantic relationship, making both of the spiders shocked and surprised at the same time. _"It's not fucking fair that you got yourself a smoking hot babe like her for a girlfriend!"_ he said in a fit of jealousy.

"Oooh, someone is jealous and envious methinks." Spidey said, in Ye Olde English, making Widow raise an eyebrow and smirk.

Arcade grunted in anger with green steam coming out of his ears. _"But no matter, I'll still have my fun when I get my revenge on you and Wolverine!"_ he cackled vilely, shocking them yet again.

"Wolverine?! You captured him again!?" Spider-Man demanded an answer from the carrot-topped villain.

 _"Yes, but no just Wolverine, I'v also captured the X-Men as well!"_ Arcade said. _"And to make things interesting, I've placed them in very deadly traps!"_ It was true as a whole bunch of videos showed the proof. Arcade a a few members of a group of Mutant superheroes known as the X-Men trapped in separate places. The Spiders were shocked to the core when they saw this. Spider-Man shook his fist in anger and rage at this.

"The X-Men?!" he said, feeling mad. "Okay, now it's personal! You've gone too far this time!"

Widow was a little angry about this as well. No way was she about to let Arcade get away with killing on of the men who saved her when she was a child. "We'll find you and take you down Arcade!" she declared slamming her fist into her palm. "You're not gonna get away with this!" she threatened.

Arcade mused at the anger in Black Widow's eyes. "Ooh, I like it! That fire from your beautiful eyes really turns me on!" he said, venomously. "So with that said..." he then turned on a bunch of lights and out of nowhere popped a really big sign with several lights on it. "Welcome to Murderworld! Where Arcade's Revenge begins!" he laughed evilly until something got caught in his throat and began to cough.

Spidey was a little disgruntled by this, he also noticed that Arcade might be watching them and yet ogling Natasha's bust size. "Black Widow, if we're gonna kick that guys ass and turn him over to S.H.I.E.L.D., we need to find every member of the X-Men, team up with them and beat down every robot that gets in our way!" he stated.

"Sounds like one hell of a plan." Widow said, winking at Spidey. "Except that they might be anywhere in this 'Murderworld' as it's called." she got a look around the phony-baloney carnival they were in. "So where can we start?" The both of them began running down a wooden walkway that was right over a field of grass. Spidey and Widow stopped in front of what looked like an ordinary Fun House full of mirrors.

"Oh boy. The Fun House level." Spidey complained a little bit. "I'm betting that we'll be facing killer clown robots." he mumbled. "Sucks that there's no circus coming back any time soon." as the two started to run into the level tunnel.

"Y'know, Spidey, I should've told you that I was brainwashed by a criminal called the Ringmaster into joining his Circus of Crime, as were some of the Avengers, all except Falcon and Hawkeye." Widow explained what had happened before.

"What!? Really!?"

"Yep." Widow continued. "But thanks to Hawkeye's old student, Princess Python, we were saved."

"Fury gave her a second chance?" Spidey asked.

"Yep." answered Widow. "I still can't figure out why she helped out." she tried to wrap her mind about it, but instead focused on the task at hand.

* * *

Meanwhile, at Scarlet Spider's loft, Mary Jane was watching the news. Seeing what was happening and she looked frightened a little bit. Whitney Chang was showing the coverage.

 _"This is Whitney Chang, channel 3 news."_ she started off. _"Just a few hours ago, Spider-Man and the Black Widow were seen fighting a trio of super villains who all looked a bit different from guys like Doctor Octopus or Mesmero or Juggernaut. A witness on the scene stated the following response."_

The screen went to a witness who was there. _"It was something to see, I tell ya!"_ the witness said. _"Spidey and Widow were fighting against what looked like Omega Red, Sabretooth and Lady Deathstrike, who happen to be enemies of the X-Man, Wolverine!"_

 _"Authorities are not sure what happened, but Spider-Man and Black Widow just simply vanished. As did Omega Red, Lady Deathstrike and Sabretooth, who apparently were just robotic duplicates."_

"What!?" MJ said with fright. "Oh no. That's not good."

 _"Spider-Man, Black Widow, wherever you are, I hope you are okay. More as it happens."_ Whitney said as she signed off.

"What is it, MJ?" Miles asked as he and Rio walked over to the redhead.

"Spidey and Widow got captured by some robot duplicates of these guys named Omega Red, Lady Deathstrike and Sabretooth!"

Rio gasped in fright. "Oh my word!"

"Looks like Arcade is at it again."

Just then, they got a message on the monitor, it showed a blonde boy with tan skin. _"Which is why I contacted you."_

MJ, Rio and Miles were a little baffled as to who contacted them. "Who are you?" asked Miles.

 _"My name is Alex Summers, Havok."_ he said, introducing himself. _"I'm with the X-Men. My brother is their leader Cyclops, and right now Arcade not only got my bro, but his wife and a few of the X-Men."_

They all looked at each other. "That's not good." Rio said. "What should we do?"

"Hopefully, Spider-Man and Black Widow may try to save the X-Men and stop Arcade all at once." MJ said.

 _"I hope you're right about that one."_ Havok responded. _"Right now, I gotta see if Dazzler is available for a future mission you Web-Warriors have."_

"Got it, Havok." Miles said as the blonde X-Man signed out.

* * *

Spider-Man and Black Widow walked around the Fun House level to see if they could find Wolverine or any other member of the X-Men, like Iceman or Firestar. But so far, they were not able to find anything yet. But then the newly found Spider Sense started tingling in Black Widow's head, not just her boyfriend's head.

"Man, how you put up with the tingling of your Spider Sense is beyond me." Widow said to her lover.

"I wonder that myself sometime, Nat." Spidey seconded that emotion. But then the two Spiders refocused on saving the X-Men. They heard all sorts of strange sounds, one was a wolf howling, one an avalanche, a bird chirping and last but not least a sinister laughing. "That's weird. I'm starting to hear the echos of an evil clown laughing. I wonder, where did it come from?"

 **(Chicken Huntin' by Insane Clown Posse plays)**

The Spiders decided to follow the laughing right to it's source and they found something very odd in the fun house. The Spider Sense in both their heads tingled again and saw a whole torpedo of water coming at them. "Look out!" Widow said, as she got Spider-Man out of the way of said torpedo while landing chest first on his face. She looked down and saw that. "Sorry about that, babycakes."

Spidey blushed under the mask and felt a little stiff under the costume. "It's...It's alright with me, gorgeous." he complimented making her blush as the two of them got up and kept going. "Whoa! Who shot that?"

"I did!" said a sinister voice, the Spiders saw a villain dressed in circus clothing and face paint with a sinister look on his face.

"Obnoxio the clown!?" Spidey said, with a hint fright.

"That's right, Spider-Man! In the flesh!" Obnoxio said with viciousness. Obnoxio was an evil clown that freaked A-Bomb out several times and he was also an enemy of the X-Men. He got out a Cuban cigar, smoked it like a gangster and then threw a Lemon Cream Pie right at our wall-climber, hitting him in the face.

"Aw c'mon!" Spidey complained. "Lemon Cream Pie? That's a waste of a good desert!" he pointed out.

Widow felt her head and found it wet. "He got water on my beautiful hair! I had it done!" she hissed.

Spider-Man wiped the desert off of his mask and felt anger towards the clown. "As payback, he's getting an electro web to the face!" he shot out the webline, but it did not connect as Obnoxio got out of the way. "Drat! I missed!"

"I recommend you don't miss again, hun." Widow suggested.

Obnoxio kept leaping from one spot to another and would not stay still as Spidey kept trying to shoot his web at him, while Widow used her gauntlets to try and sting him. "Ho ho ho! You got to be quicker than that you stupid Arachnids!" he taunted.

"Like this!?" Widow said as she ran at the spot where Obnoxio was perched up at and got him with her Widow's Sting.

"Ah, you got me!" Obnoxio held his shoulder, only to remove it showing mechanical parts that were buckling and sparking, making a cracking sound like a gun and then exploded. The Spiders covered their faces, to get out of the explosion range.

"Another robot?" wondered Spidey trying to wrap his finger around this. "Looks like Arcade is hellbent on making us take him seriously!"

"That guy's definitely got issues." Widow said, just as her and her boyfriend continued on and heard a growling sound like a savage animal getting ready to pounce on it's prey.

"Hey, I know that wolffish growl anywhere." Spider-Man instantly recognized who made that sound. "Wolverine! His growl came in this direction! C'mon Nat!" he instructed before the two ran in the direction the growl came from and there they saw Wolverine still in the blue and gold X-Men uniform fighting against more Obnoxio robots. "There he is! We found Wolverine and he's laying the smack down on a dozen of Obnoxio the Clown duplicates!" Spidey responded, but he was not alone. He was with a tall man whose skin looked like it was made of metal, he was in a red and gold X-Men uniform and had short black hair in the do of a flattop, a guy with short dark hair with blue skin, golden eyes, pointy ears a Demonic tail and was dressed in a red and black outfit with white gloves that covered all three fingers on each hand. "And I take it that they're members of the X-Men, Colossus and Nightcrawler?"

"Yeah." Widow answered and saw another one of them inside what looked like a shark tank. It was an African woman dressed in a white outfit that had a cape, and the outfit matched her hair. "And the one trapped in the shark tank is..."

"Storm, the woman who can control the very weather." Spidey guessed right. "Wolverine told me that she has the ability to make him heel like a dog whenever he gets violent towards everybody and talks some sense to him in a very reasonable way. Right?"

"Right. Now let's join in!" Widow declared with determination as she got her batons out and began to fight off a few of the robot Obnoxio's.

"Hey wait!" Spider-Man began to catch up with his girlfriend as he kicked, punched and suplexed his way through the Obnoxio duplicates. He then shot a web at the ones attacking the metal skinned man now called Colossus.

Colossus stomped a few of them into the ground and then saw the web that yanked one of the Obnoxio robots away. "Hey look, is that a spiderweb?" asked Colossus as he saw it.

"Ja." Nightcrawler responded, denoting that he saw it too. "Which means zhat...Arcade has also captured..." he tried to continued but was finished speaking by...

"Your friendly neighborhood Ultimate Spider-Man and Black Widow!" Spidey declared, making his entrance to the two Mutants.

Wolverine looked a little bit surprised, in a dry manner. "Oh, you two again?" he asked. "Why the flammin' hell am I not surprised?" as Spidey went over to help him fight off the Obnoxio's.

"Funny, I was about to say the same thing about you and the way you smell." he quipped, in a way. "I'm surprised that your lack of hygiene didn't kill these robots."

"Yeah, well let's just say that a certain weather goddess talked me into doin' somethin' about it!" Wolverine said as he slashed one of the robots with his Adamantium claws, and flung it across Spidey's head and into one of the Fun House walls.

"Wait. Did Storm convince you to take a shower and wear deodorant? Spidey snickered and clucked, followed by a laugh that was very loud. "That's hilarious!"

Under the cowl, Wolverine raised an eyebrow but then pointed one of his claws in a vulgar way at Spider-Man's neck. "Shut yer' fuckin' web-slingin' mouth, bub!" he demanded angrily. "I don't have time to play games or joke around!" next he shoved the claw he had pointed at Spidey's neck right into another Obnoxio robot slashing it's arm off. "We got a teammate to save before she's dead meat by these damn sharks!

"I know that! You think I don't know that you Party Pooper!?" he insulted the animal Mutant.

"Web-head!"

"Mangy wolf!"

"Spider crap!"

Wolverine and Spider-Man kept on insulting each other until Black Widow just couldn't stand it anymore. "Guys, would you please stop acting like children and keep fighting the Obnoxio duplicates!?" she shouted demandingly while Colossus and Nightcrawler went of to help her. Colossus stomped over to her while Nightcrawler teleported in a puff of smoke. "We still got Arcade to go after! And to tell you the truth, he's starting to give me the creeps." she said, feeling nervous at the thought of Arcade ogling her magnificent body.

Colossus threw some Obnoxio robots round like a whole bunch of trash bags going into the dumpster. "Da, I know what you mean, Black Widow!" Colossus said, in a dialect that Widow was familiar with. "He's been drooling over the women of the X-Men, especially Storm!" the Russian metal titan said pointing at the weather goddess.

Widow saw that Storm was nearly drowning. "How long is she gonna be trapped inside that shark tank?"

"Not for long!" Colossus responded. "Because those sharks have laser beams attached to their heads and Storm has limited air supply!"

Spider-Man was dumbfounded by the shoddy design Arcade put into making those things. "Sharks with laser beams attached to their heads? That creep has been watching James Bond/Austin Powers a lot!" he retorted, making Nightcrawler snicker a little bit. The least he could've used was ill tempered mutant sea bass with mutant powers or something!"

"Wrong web-head! It doesn't work that way!" Wolverine pointed out roughly. "Now shut up before I..." he heard some sort of alarm. "Aw, what the hell!"

"What is it?"

"Storm is startin' to lose air in her lungs!" Wolverine shout in a scruffy yet frantic manner. "If we don't act fast and sends these tin cans to the scrapyard, Storm will drown completely!"

"We're on it!" Spider-Man declared before perfecting his plan. "Black Widow, double team maneuvers now!"

"Gotcha!" Widow agreed as her and Spidey did their double team maneuvers on the Obnoxio robots. Colossus and Nightcrawler decided to do the same thing. When Wolverine joined in the three X-Men made it a triple team effort.

Inside the shark tank, Storm felt like she was losing consciousness, however she could see what was happening on the outside. _"Dear Goddess! I have a feeling that I might not be able to hold my breath for much longer!"_ she thought. _"I must resort to using my lightning bolts to make seafood out of these sharks!"_ Storm felt a another thing on her mind. _"But if I do that, I'll be shocked as well! Oh well, it's now or never!"_ Storm summoned her lightning bolt attacks to electrocute the sharks, but in doing so she shocked herself until she lost consciousness.

Seeing this made Wolverine, Colossus and Nightcrawler scream in horror. "STORM!"

Wolverine started to get very mad, "That tears it!" he tossed one of the Obnoxio robots. "I'm done playin' with these tin-can clowns!" he got his claws at the ready and roared with anger. "BERSERKER BARRAGE!" he spun around in a side-stepping tornado and slashed through some of the robo-clowns with his eyes engulfed in rage.

Spider-Man looked on in surprise, amazement, fright and shock at the same time. "Looks like Wolverine has a special move of his own."

"So have I Spider-Man, watch this!" Colossus said, as his got read to do his special move. "Super Armor!" he shouted as he came at all the enemies without being staggered. "Power Tackle!" he then charged shoulder first into a whole platoon of the robo-clowns as he stomped around at them.

Spidey felt impressed by how Colossus took them down effortlessly. "Wow! That was awesome!" he said in excitement. "Looks like it's my turn!"

"Wrong web-head!" Wolverine interrupted. "We finish em off right flamin' now! You go left and I'll go right!" he ordered.

"Right!" Spidey said, but then felt a complaint coming on. "Hey, why am I..."

"BERSERKER RAGE!" Wolverine said as he began rapidly stabbing the robo-clowns with alternating claws.

"Aw, what the hell. Never mind." Spider-Man got ready to do his special move on the Obnoxio's as well. "Maximum Spider!" he vaulted forward and preformed several flying kicks at the Obnoxio robots repeatedly until they all collapsed while being ensnared in a series of webbing.

"Super Dive!" Colossus jumped and then did a head-first dive into some of the robots. "And for my finale, Giant Swing!" next he rushed forward, extended his arm, grabbed a robot by the legs, began swinging him around in a giant whirlwind as he rose up into the air and then tossed him into a whole bunch of Obnoxio robots.

"My turn!" Nightcrawler said, as he did his move. "Shadow Dance!" he kept teleporting forward, backward and above his oppoenets and took one with him to be launched at the other ones. Black Widow used her glowing batons and began to bash her way through a whole bunch of the robots while Spider-Man and Wolverine did a double team on another bunch of them. Next, Widow did a combination move with Nightcrawler to send a few of them flying across the room as Spider-Man used his webbing bullets to stick them to a wall.

"Guess that takes care of all of em." Wolverine said, feeling cocky.

Spider-Man then noticed something. "Eh, almost." he pointed at another group of Obnoxio's about to gang up on them.

"I got this one guys." Widow jumped in front of the Obnoxio's and began to use some kind of weapon inspired the Lightsaber from Star Wras and began slashing them all away while she did a few ballet spins and martial arts kicks and punches. Nightcrawler, Colossus and Wolverine were impressed, however Spider-Man noticed there was a Stark Industries logo on it.

 **(Song Ends)**

"You used laser swords to take them all down!?" he shouted excitedly. "Cool! Why didn't I think of that?"

"Looks like I was a step ahead of you." Widow responded as they powered down. "Sorry hun, but I only get to use it once." she put them away. "I borrowed them from Stark without his permission." she openly admitted.

This shocked Spidey to the core. "You did WHAT!?" he shouted. "You know he'll be angry if he finds out that you stole from him." the web-head stated to his girlfriend.

"Not if I can help it." Widow retorted. "I can take him on."

"Without his armor, yes. With his armor, no." Spidey felt like he was trying to warn her.

"Everyone, come quick!" Colossus shouted causing the other heroes to rush over to him. "The sharks are out of commission, but so is Storm!" the lot of them noticed the sharks were indeed finished and Storm was about to drown.

Wolverine rush with a hesitant idea. "I'll get her out!" he said.

Spidey was shocked by this, "Are you nutso Wolverine!?" he shouted.

"Probably." Wolverine said as he jumped into the tank and swam over to save Storm.

In his thoughts, Spidey said, "Looks like those sharks are fish filet at the moment. It's a good thing Arcade didn't build a giant robotic catfish or salmon. Otherwise..."

Widow put her finger over Spider-Man's mask-covered lips to get him to stop talking. "Spider-Man, hush. Storm's not breathing." she said to him sternly as Wolverine grabbed Storm out of the shark tank, unconscious.

"Sorry." Spidey whispered

Wolverine brought to weather mutant over to the others, as Nightcrawler began his deduction. "Ororo has drowned. Logan, we need to preform CPR to save her!" the German Mutant responded to the amnesiac.

The two of them got her into position by placing her on her back. "Okay, I'll give her mouth to mouth while you get the water out of her, elf!" he ordered.

"Alright!" Nightcrawler began pressing down on her chest three times. "1,2,3! Go!"

Wolverine inhaled and he began to breathe air into the lungs of the weather manipulator. "C'mon, Ro! Don't leave us! And more importantly, don't leave me!" he begged her to wake up. As this happened Spidey wondered if Widow would do the same thing for him if he drowned.

"We must give it everything we got to save her, Logan!"

"We will, Kurt." Wolverine assured that they would save their teammate. "Alright, one more time." he instructed as they tried a second time, and after he breathed air into her lungs she opened her eyes and coughed the water out of her. "She's alright!" he said in relief.

"Whew! That was a close call." Spider-Man said, wiping some sweat from his head.

Widow did the same. "Yeah, what a relief."

Storm was helped up by Wolverine. "Are you alright, darlin'?" he asked.

"Yes." Storm answered. "Thank you." she smiled at the animal instinct mutant.

"You had us worried, Ororo." Colossus stated.

"Ja, Arcade's insanity nearly killed you when he had you trapped in zhat shark tank." Nightcrawler added.

Spider-Man went up and spoke, "Yeah, with laser beams attached to..." Wolverine had the nerve to stick his claws out at him to get him to be quiet.

"Can it, kid!" Wolverine barked only for Storm to put his arm down.

"No Wolverine, it's alright. He's correct about that." she said. "Speaking of which, are you the very same Spider-Man who switched bodies with him?" Storm asked.

"Yes." Spidey responded. "And need I say this again, that was the worst bodyswap experience I've had to suffer through!" he ranted. "Besides being bodyswapped with the Hulk and Loki, that is." adding to his point. "But I also swapped bodies with Black Widow, which is actually an improvement from the last three times."

Wolverine huffed in a bothered manner. "Count yourself lucky, kiddo."

Storm went over to the young man. "Spider-Man, I can relate to the same situation you had being bodyswapped with a villain." she said, solemnly. "Emma Frost did that and nearly destroyed the X-Men from within along with the Hellfire Club."

"Wow, that sucked, big time." Spidey felt like he made a friend who understood how he felt about bodyswitching. "All that aside, Arcade captured all of us to get revenge on us for the last time we survived his Murderworld and crashed his party."

In an odd way, Wolverine agreed with him. "Yeah, but he also wanted payback on the X-Men for doing the same thing we did with Captain Ameirca, remember." he said making Spidey a little miffed.

"How can I forget? We were there!" he pointed out.

Wolverine countered with a violent look on his face. "Don't start with me, webhead!"

"I didn't start it! You did!" Nightcrawler and Colossus looked at each other in bewilderment and wondered if they did that all the time when they would cross paths.

"Why you!" he got his claws out.

Natasha decided she had had enough of their argument and punched them both in the gut and had a really mean look on her face. "STOP IT RIGHT NO YOU TWO!" she shouted. "We don't have time for you two to be acting like rivals goddammit!" she took a few deep breaths to calm herself down.

"He started it!" he pointed at the animal of the X-Men.

"Then stop it!" Widow complained.

"Clam yourself Logan!" Storm urged Wolverine. "If were are to survive and reunite with the other X-Men, you and Spider-Man must put your differences aside so we can work together and end Arcade's madness!"

Nightcrawler and Colossus nodded their heads in favor of this. "Ja, my friend!" Nightcrawler place his arm around Spidey and they knucklebumped. "Spider-Man is our ally now!"

"And so are our comrades the Avengers because of your history with Captain America and Black Widow!" Colossus added.

"Logan, please. It's our only option to stop Arcade."

Wolverine snarled at first but went along with it anyway. "Fine. I'll do it." he walked back over to the wall-crawler and stuck out his hand. "Truce?"

"Truce." Spidey grabbed Wolverine's hand and shook it as he held on to it with a very strong grip. After they were done he felt ready to take the fight to Arcade. "Let's get to work."

But Nightcrawler spoke up, "Oh, allow me to introduce myself. My name is Kurt Wagner, but in zhe German Circus they called me the astounding Nightcrawler."

"Da, I am Piotr Rasputin, I also go by the name Colossus."

"And I am Ororo Monroe, but my friends call me Storm." they introduced themselves to Spider-Man. "I should also point out that I am an old friend of King T'Challa of Wakanda. You know him as the Black Panther."

Spidey was wide eyed in astonishment to hear that. "Whoa, didn't know that." he said.

"I seem to recall Vision mentioning you, Ororo." Widow said. "And by the way Logan, Hawkeye is still mad about the way you stabbed him in the leg. And so is his wife."

Wolverine wasn't moved. "Served him right for fucking me off." he remarked in a snarky mood. "And as for his wife, I wanna tell her I'm sorry for what I did to her husband. But I don't know how."

"I'm sure you'll find a way, my love." Storm reassured.

* * *

However, little did they know, Arcade was watching their every move. He was sitting up in his observation room, drinking a 2 liter bottle of soda and eating some popcorn.

"Hmm, so they managed to thwart my Obnoxio Clowns, eh?" he said, asking himself. "Well, let's see how they fare in the Doom Caves!" he pulled a lever and it opened a new tunnel in the room they were in.

"Hey, I think that's our way out." Widow said. "Let's head over there!" she ran towards the tunnel.

"You heard the lady, let's get to it!" Spider-Man added to Black Widow's order as the four of the X-Men did as they were instructed to do.

Arcade turned his attention over to another screen. "Now let's see if they can save that sexy and spicy Southern Belle: Rogue and that filthy-no-good swamp rat; Gambit from my versions of the Brotherhood Of Mutants!" he laughed evilly as he ogled Rogue's rear and rack. "Man, the X-Men have all the hotties!" he felt defeated about not getting a girlfriend like either Rogue or the other girls in the X-Men.

Just then, Mysterio popped up on the screen. _"Arcade, how goes your plan?"_ he asked.

Arcade spat out his soda and turned his attention to the villain with a dome on his head. "Oh, uh...Mysterio, my plan is going smoothly. But it would seem as though Spider-Man and Black Widow have freed Wolverine, Colossus, Nightcrawler and Storm from the Fun House level!" he panicked.

Mysterio was baffled by what was said to him. _"You captured the X-MEN!?"_ he asked while shouting. _"Don't you think that Professor Xavier might catch on?!"_

Arcade was hesitant to answer be replied, "I had not prepared for that eventuality, but rest assured they will fail to stop me!" he responded while Mysterio noticed something.

 _"One other thing, please stop gawking at Rogue's rear end and her bosom."_ Mysterio requested. _"You need to focus on the task at hand!"_ he ordered as he signed off. Arcade then returned his attention to the screen.

* * *

They kept running down the tunnel trying to advance over to the next level, as they ran Spider-Man and Black Widow were holding hands, as were Wolverine and Storm. The finally stopped inside the next level which looked a little familiar to Spider-Man and Wolverine.

"Doom Caves?" Spidey asked as he looked around. It was the indeed the Doom Caves. "Jeez, Arcade is crazy enough to have super villains as his role models." he remarked.

"Focus, Spider-Man." Storm instructed the wall-crawler. "This is serious."

"Yeah? Well, tell that to my Spider Sense." he felt the tingling in his head act up again. Black Widow felt it too.. "Look out!" they saw something coming at them. When Colossus saw it, it appeared to be a giant boulder rolling at them.

"Mein gott!" Nightcrawler said as he was a little worried.

 **(A/N: Mein gott means My God in German.)**

Storm then had an idea. "Hang on everybody! I shall use my wind to get us to safety!" she said.

"Please tell me that your wind is strong enough to..." Spidey said, before he was cut off when Strom used her wind to create an updraft that caused the lot of them be swept off of their feet. "Okay, now I'm convinced." After the boulder passed behind them, Storm took them all back onto the ground.

"I could have teleported us down." Nightcrawler stated in a bummed manner.

"Yeah? Well I could've landed on my own two feet with my healing factor." Wolverine said, being snarky as he were.

"I agree." Spidey said towards the Adamantium Mutant. "Except that you couldn't heal from your lack of..." Spidey get's slapped in the face by Black Widow.

Natasha shot a dismissive look towards him, "Spidey dear, shush!" she ordered but then used her ears. "I hear a rumbling sound." she heard the sound of rumbling in the ground as they kept on running.

"Da. It came from that direction!" Colossus added. The lot of them saw something happening over in a clearing area, that looked like some kind of mine.

"Ja. Und it also sounds like a struggle of some sort." Nightcrawler pointed to a series of lights appearing and disappearing at the same time.

"That must be Gambit and Rogue!" Storm said. "They must be in danger!"

"C'mon, let's go!" Spider-Man said as he bolted over to the clearing to help their allies. Black Widow, Colossus and Nigthcrawler followed as well.

Storm began to smell something. "Perhaps Spider-Man is right about you Wolverine. You must do something about your animalistic lack of hygiene."

"Hey, I showered this morning!" he shot back.

"Yes, but you've been training and making a mess in the Danger Room!" she pointed out. It was true, Wolverine would sometimes make a mess when he was training in the Danger Room at the Xavier Institute, in which he was the combat teacher.

"So what?!" Wolverine ranted again. "I can't help it that I'm the best there is at what I do!" he complained.

Storm giggled a little bit. "That's why we love you, Logan." she said as her and Wolverine went with the others to save Gambit and Rogue.

"You got some nerve gettin' on mine 'Ro!" he shouted as he ran beside her.

"Yes I know." Storm said teasing him.

Black Widow stopped running as she saw what was going down. "Oh God. You guys, look!" she said, as the lot of our heroes followed her outstretched finger to a fight between a young woman with a white streak in her brown hair dressed in a gold and green outfit with a brown bomber jacket and a man with a magenta and blue outfit that only showed his face and hair, wielding a staff and some playing cards that exploded fighting against Juggernaut, Sabretooth a man in a red and orange-yellow costume with goggles shooting fire out of his gloves, a woman with blue skin in a white dress wielding two machine guns, a guy dressed in a navy blue and costume and a visor over his eyes and a guy with a poor posture sticking his tongue out and using it as a weapon. Nightcrawler, Storm, Nightcrawler and Colossus instantly recognized who the one's in the bomber jacket and trench coat were. And the ones who were with Juggernaut and Sabretooth were St. John Allerdyce/Pyro, Raven Darkholm/Mystique, Lance Alvers/Avalanche and Todd Tolanski/Toad, they were members of the Brotherhood Of Evil Mutants, normally there were lead by Magneto, but these were robot duplicates just like the Obnoxio clones that they had defeated before. And the ones fighting them were Anna Marie/Rogue and Remy LeBeau/Gambit.

"Oh Goddess! Rogue is struggling to deal with the robot versions of the Mutant Brotherhood while Gambit is running from a spiked ball!" Storm feared for her friends well-being.

"Looks like we'll have to give them a hand!" Spider-Man said, before relaying his plan. "Colossus, see if you can help Gambit with that spiked ball before he gets spiked and squashed like a pancake!" he instructed the Russian mutant.

"Consider it done comrade!" Colossus responded as he went over to help the poker-playing friend of his.

"The rest of us will help Rogue trash those robotic impostors!" Spider-Man relayed the rest of his plan. "And I know you'll enjoy doin' that one Wolverine!" he said turning his head to the animalistical mutant.

Wolverine stuck his claws out feeling ready for a fight. "Oh hell yeah, you got that right bub!" he said with a grin of determination. "You know I'm always achin' for a good scrap!" he added as he charged at the fake Brotherhood.

 **(The Anthem by Lootpack plays)**

Rogue was busy fighting off the robot duplicates of the Brotherhood all alone while Gambit was dealing with the spiked ball chasing him around the cave. "Dang!" Rogue pouted in her southern dialect. "How the hell am Ah gonna take out these tin cans and save Remy at the same time?" she asked herself as she began to complain about how this happened. "It's bad enough that Arcade ruined mah day by snatchin' us up at the mall!" she was throwing the impostor of Juggernaut around until she got ambushed by the phony Avalanche until a web-line shot from behind, turned him around and he got flung into the robot versions of Pyro and Toad. "Spider Webs? But where?" she got a look at the one who shot them.

"Courtesy of your friendly-neighborhood Ultimate Spider-Man!" Spidey presented himself to the X-Men's wild child, along with his girlfriend. "And the beautiful but deadly Black Widow!"

Rogue instantly recognized the two of them. "Hey, Ah heard bout you two!" she said before turning her head over to the wall-crawler. "You're that handsome young man who fought that Doctor Octopus fella when he turned into a giant octopus monster and at one time swapped bodies with Wolverine! Am Ah right sugah?" she raised her eyebrow.

 **(A/N: It's true, Doctor Octopus did turn himself into a giant octopus monster. It was at the end of Graduation Day - Part 2.)**

That comment actually made Spider-Man blush while it made Black Widow a little stunned with jealousy and she felt green steam coming out of her ears. Spidey rubbed the back of his neck. "Well, that's one way of putting it, but yeah!" he said as he jumped out of the way of Mystique's gunshots. Wolverine tossed the Robo Sabretooth around like a rag doll.

He then turned his head over to Rogue. "Rogue, would ya quit remindin' me 'bout that time?!" he complained as he fought off the robot duplicate. "It's bad enough that everybody teased me about it back at the X-Mansion!"

Rogue giggled a little bit as she took the Juggernaut duplicate down with a DDT. "Sorry bout that, Sugah!" she apologized to her teammate before turning her head over to Natasha. "And you're that lady who, along with the Avengers, fought off an alien invasion and defeated Loki and the Chitauri?"

"Yep that's me!" she replied, grabbing the Toad duplicate by the leg and spinning him around until she slammed him on his back to the ground. "The one and only!"

"But, Ah gotta admit, you look different than the last time Ah saw y'all on TV!" said Rogue, getting a good look the huge rack on Black Widow's chest. "How in tarnation did your boobies get so big?"

Natasha let out a grieving sigh. "They grew permanently bigger due to the side effects of Nightshade's mutation serum when Spider-Man and I were turned into werewolves while on a mission in Transylvania."

Spider-Man nodded his head in agreement to that. "Yeah, and the worst part about being a werewolf is dog breath and fleas!" Spidey ranted and complained. "It literally got under my skin and left an awful taste in my mouth!"

Wolverine mused this and had a insidious grin of mirth on his face. "Humh, and you made fun of me for smellin' like a wolf web-head!" he said.

Storm however elbowed him in the ribs for saying a remark like that. "Behave yourself, Logan!" she shot a dismissive look at her boyfriend.

"Whatever darlin'!" Wolverine said back to her before kicking the Sabretooth duplicate

Colssus ran over to Gambit to aid him against the spiked ball. "Remy, I'm here to help you Tovarisch!"

"Hey, Colossus mon ami! It's about time you got here!" Gambit said in his Cajun dialect. "Now how bout givin' ol' Gambit some help with that?" he pointed to the spiked ball that was chasing him around like a dog. "I'm gettin' exhausted runnin' for my life!" he panted gasping for breath.

 **(A/N: Mon ami means My Friend in French.)**

"Of course Comrade!" Colossus responded as he metaled his skin up and rammed the spiked ball into a whole bunch of mining carts. He began to relay something to his ally. "I'll lift while you charge your cards so I can throw throw it across the cave to that wall!" he pointed at a wall a foot away from their position.

"Man, your a life saver!" Gambit said breathing a sigh of relief before he charged up another set of his cards as Colossus lifted the ball up over his head. Gambit ran over to him, used his staff as a pole-vaulting pole and placed the charged up cards on the ball and landed perfectly behind Colossus. "Now!" he ordered as Colossus threw the ball into the cave rock wall.

"Brace for impact!" Colossus said, protecting the Cajun poker-playing mutant from the blast radius as it exploded, leaving nothing but smoke and flames in it's wake. "We did good that time, didn't we comrade?" the metal Russian mutant said as he and Gambit high-fived each other.

"Sure did, man!"

Spider-Man, Black Widow, Wolverine, Storm, Nightcrawler and Rogue were still busy with the Brotherhood duplicates. Widow used her batons to knock Pyro down while using her stingers to shot Mystique's guns out of her hands. Rogue used her super strength to send Juggernaut flying into a wall, but even that was not enough to hold him down.

"Hey, Storm! Ever tried making it rain on these buckets of bolts?" Spider-Man asked.

Storm thought it was a joke. "This is not funny Spider-Man!" she said, dismissively.

"Hey, I'm serious!" Spidey defended. "I'm talking about you using your rain to short out the circuits of these robots!"

Storm cursed herself for not knowing what the web-climber truly meant. "Not really, but I shall try it out another time if they are not waterproof." she denoted that little tidbit.

Spidey felt bummed but shrugged it off. "Fair enough." he said. "Now let's finish them off so we can reserve our energy for Arcade!" the web-head added, before explaining another stratagem to the X-Men. "Black Widow, double team with me!"

"Right!" Widow agreed.

"Rogue and Nightcrawler, you do the same!" Spidey instructed the two and they nodded. "Wolverine, Storm, use your special moves on the last two! At least on Sabretooth!"

"My pleasure, bub!" Wolverine agreed to this as they all went in for the attack.

Spider-Man and Black Widow did a combination of the Maximum Spider and the Widow's Bite on the Juggernaut duplicate while Rogue used her Repeating Punch and Power Drain on the Pyro duplicate, which she kissed him and stole his flame powers, using it against him. Nightcrawler assisted her by getting the Toad with his Shadow Dance to cause his opponent to become dizzy so much, his head exploded. Storm used her whirlwind to blow Avalanche away while Wolverine stabbed Sabretooth with his Adamantium claws, causing the robot to spew out oil. The duplicates of Juggernaut and Mystique were still there, but then Colossus and Gambit came and rammed them so hard they fell apart. Just before the Mystique duplicate could get up, Black Widow kicked it in the metallic face, causing it to shut down.

 **(Song Ends)**

Spider-Man wiped his hands off. "Guess that takes care of those robotic posers." he said, just as Rogue went over to him in a charming manner.

"Ah'll say sugah. So what do ya say we get reaquainted?" she said, soothingly making the web-head blush again. This once again made Black Widow jealous.

Spidey had this happen to him before and felt like he was going through a rerun of it again. "Hey! I can see that you're flirting with me Rogue, but I already got a girlfriend." he said. "She's right behind me." Spidey pointed at Widow, who now had a smirk on her face.

This shocked Rogue to the very core. "Her!?" she asked.

"That's right." Widow responded.

Rogue felt a little embarrassed by what she did. "Oh Ah'm sorry, Ah got a little too carried away." she apologized to the deadly freelance S.H.I.E.L.D. Agent.

But then, Gambit went over to Rogue and said, "How bout you get carried away with me, chere?" only to get smacked in the face by the southern belle.

"In yer dreams, you lowlife swamp rat! Y'all had me worried sick about ya!" she said, pointing her finger at him. "Ah'm glad that you're alright, but you ain' gettin' no luvin' this time, honey!" she said walking off, her hips swinging from side to side.

Gambit went over to Spider-Man this time. "Heh, she loves me no?" he said, jokingly to him.

"Can't argue with that, Gambit." Spidey said, rolling his eyes under the mask.

Widow then looked over to the X-Men. "Could you guys excuse us for a minute?"

Storm responded, "Yes, of course."

Wolverine teased the web-head. "Good luck with little red riding hood, web-head."

Storm that shot that same dismissive look at Wolverine again. "Keep that up Wolverine, and I shall have to put a dog collar on you." she warned him.

Spider-Man overheard that, "Ha! I'd like to see that!" he chuckled and clucked.

"Shut up!" Logan snarled.

"Wolverine?" Storm warned again.

"Yeah, yeah!"

Spidey then ran over to talk to Natasha. "So Nat, you were saying?"

"Oh yeah, I was gonna ask you this." Natasha responded with a slap to Spidey's face. "You let Rogue flirt with you right in my face?" he asked feeling angry.

Spidey was wide-eyed and stammered feeling like he was nervous. "Hey, I didn't know that she was doing that to me!" he complained defensively. "Please don't tell me that you're jealous of her!"

Widow flailed, "I'm not jealous!" she embraced Spidey confirming her not being jealous of Rogue. "I'm just worried that other women might take you away from me!" she hugged placed her hands on his face and kept it focused on hers. "Can't you see how much you mean to me? After everything we've been through together?" she begged.

Spidey felt upset about not telling her something to her before. "I see now. Besides, I had a dream last night." he said not only confirming that he did see how much he meant to Natasha and decided to tell her about his dream. "I dreamt about us in the future. Y'know, getting married one day, start a family and continue being superheroes until the end of time?"

Natasha smiled and found his explanation a little odd. "That's weird. I had the same dream too." she stated. But then the two Spiders looked at each other. "Wait, how did we..." she then refocused on the task at hand. "Can we talk about this after we take care of Arcade?"

"Yeah, sure." the web-slinger agreed to that as Natasha kept embracing him. "Oh, and Nat? Your boobs are pressing into my chest." he said, feeling Natasha knockers pressing deeply onto his chest, making a little stiff under the belt.

"Oh right." said Natasha, as she broke the embrace. "Now let's get going."

"You don't have to tell me tw..." Spidey was cut off by Widow smacking him in the rear end, like she did before. Spidey squinted at that. "Very kinky, Nat."

"Couldn't help it, baby." Natasha winked at him.

 **(A/N: In case you forgot about the time Natasha got jealous about another girl flirting with Peter, go back to chapter 3 HYDRA Infiltration At Midtown and see the scene where Peter, Natasha, Sam, Danny, Luke and Ava are in the cafeteria talking to 'Angela' who turned out to be Yelena Belova.)**

* * *

Acrade cursed himself for not making his robots with a Vibranium exo-structure.

"Damn, I can't believe that failed!" he said while he felt annoyed seeing Widow smack Spidey in the rear. "And man, I wish it were Rogue who would do that to me!" he then had a delusion about him and Rogue in a field of grass making out and laughing. But he snapped out of it to focus on his revenge. "Well, let's see how they fare in the Savage Land level!" he pressed a button and another tunnel opened up.

The heroes went inside the tunnel and tried to plan another stratagem. "Okay, guys. Where do we go next?" Spider-Man asked.

Wolverine got the scent of the tunnel and to him it smelled familiar. "We'll have to try the Savage Land." he said, but then he got another scent. "I got a scent on the girls who used some kind of fruit hand lotion and smell all tooty fruity."

In an instant, Nightcrawler recognized the scent as well. "It's gotta be Shadowcat, Firestar and Jubilee!"

"Then it's off to the Savage Land we go!" Spidey said. "Wolverine, you lead the way."

"Alright then. Let's move!" Wolverine said as they all ran across the tunnel.

* * *

After they exited the tunnel they found themselves in a prehistoric jungle of some kind. Spidey and Wolverine recognized the layout and it was similar to the Savage Land, Ka-Zar and Zabu's home. The heat was a little warm, so it would normally be a hot spot for dormant volcanoes and dinosaurs running all over. Spider-Man began fanning himself to cool himself off. Widow fanned him as well, then she blew on his face, making him a little turned on.

"Uh...Thanks Nat." he said, feeling a little hot.

"Anytime, sweetie." Natasha responded, kissing him on the cheek.

Nightcrawler went over to the two spiders. "If you don't mind me asking, vhen did you two get hooked up?"

Spider-Man responded, "It was when we took down Deadpool." he said, making Wolverine stop.

Logan turned around fast as he heard "You two got hooked up after taking that nutball down?" he said looking surprised. "Now you're talkin' my language."

"Natasha also told me that Deadpool used to be your ally." Spidey asked. "That true."

"Every word of it, bub." Logan responded. "But let's get back to findin' Kitty, Angelica and Jubilee." he refocused his senses to find the girls. He kept on following the fruity scent they left behind when they were sent into the Savage Land level.

"It feels like a jungle in here." he said.

"That because we _ARE_ in a jungle, wall-crawler." Gambit responded.

"Oh, point taken." Spidey said as he kept walking through the jungle vines and trees. "I wonder what the girls got themselves into? Robot dinosaurs from Arcade?" he wondered.

But then, Nightcrawler put his ear out and listened for anything. He heard the sound of dinosaurs roaring and girls screaming in terror. "Judging by zhe roars und zhe screams, I'd say Ja."

"Well, c'mon. Let's go!" Wolverine said as they all rushed out of the trees and into some bushes where they saw three young ladies tangling with some Dinosaur-men that looked like they were being led by a green humanoid Pteradactyl. One of them was Firestar, while the other two were a girl with long brown hair, dressed in a blue full body uniform with a magenta sash, light blue gloves and a blue and periwinkle mask that had magenta lenses like in a pair of sunglasses. She also had the X-Men logo on her shoulders. This was Katherine 'Kitty' Pryde/Shadowcat, she could phase through solid objects and was Wolverine's best student. Also with them was a girl whit short black hair and ample proportions, dressed in a pink top that exposed her midriff, navy pants with a belt that had the X-Men logo on the buckle and yellow coat. She had a pink visor over here eyes and a light blaster on the side of her hips. This was Jubilation Lee, also known as Jubilee, she was the light manipulator of the X-Men and the light blaster she was sporting was new.

 **(A/N: This is a different look for her. I added the light blaster myself.)**

Storm instantly recognized who the girls were fighting against. "Oh, dear Goddess! It's Sauron!" she shouted. It was true, the last time they went to the Savage Land to help Ka-Zar, Zabu and Shanna was when they had a problem involving Sauron, a dinosaur man who wanted to rule the Savage Land, but they stopped the villain.

"Da, and it appears that the girls having a run in with...dinosaurs!" Colossus said as he got a look at what was going on.

"Yea, but more like mutated dinosaurs with mutant powers." Spider-Man corrected. "You gotta admit, for a deranged psychopath, Arcade has really outdone himself."

"True, but I shall deal with Sauron, the rest of you Help Firestar, Shadowcat and Jubilee deal with the prehistoric cyborg beasts!" Storm said as her eyes turned white as she summoned her weather goddess power.

"Way ahead of ya, darlin'!"Wolverine said as he charged at some of them.

"Then it's time for a change of costume!" Spider-Man said, pressing the logo on his chest and it activates his red and blue spider armor, got out his sword as he ran at the mechanized saurians.

 **(Hityawitdat by Lootpack plays)**

"Make way!" Wolverine shouted as he slashed one of the Robosaurs with his claws and did the same to the other ones, causing them to leak oil just as the Sabretooth duplicate did in the previous area. Colossus then charged at a few of them while Nightcrawler got grabbed one and teleported with it, messing with it's circuitry. Storm used her lightning to push Sauron away for a while as Rogue flew around the next batch of Robosaurs as she tied them up with a vine and Gambit used his staff to trip them up. Spider-Man then shot a whole bunch of them with his web bullets and slashed them with his sword.

The girls were happy to see their allies and all rushed to them. "Wolverine, Storm, guys!" Jubilee said, embracing her friends. "Boy are we glad to see you!"

"Well it's about time you guys got here!" Firestar added. "We're having trouble getting rid of these dinoborgs!"

"Ve're here now, ladies!" Nightcrawler said, tipping some of them with his tail. ""Und ve got Spider-Man und the Black Widow vith us too." he pointed to the two spiders as Widow Used her glowing batons to knock some Robosaur heads off the bodies which caused their wires to spark and go kablooey. Then she used the Widow's Sting to overload their circuits and make them shut down.

"Oh, hey guys!" Firestar felt happy to see Spidey and Widow again. Last time they teamed up, Iceman and Scarlet Spider were with them tracking down the formula for Spidey's web fluid. "Did Arcade get you too?"

"Yeah, he sure did, Angelica." Widow said, answering the flame mutant's question. "Not to mention that he's been drooling over what I've got!" she perked her breasts up making her cleavage bigger, and Firestar started blushing.

"Whoa!" she said getting her head out of Black Widow's perky bosom. "Seriously Black Widow, how did your boobs get so big?"

"Fight first, ask questions later, Firestar!" Widow ordered as the next batch of Dinoborgs showed up and got out their spears, swords and axe's.

Shadowcat used her phase to short the electricity on one of them but then she wondered, "Seriously guys! What took you so long?" she said as if she were complaining about the trouble. "Do you have any idea what we've been through all day?!" she complained.

Colossus fanned her face. "Calm down Katya." said the metallic giant. "We fought against robot versions of the Brotherhood, excluding Magneto, and saved Storm from drowing and Gambit from a giant spiked ball."

Shadowcat was still stressed about her and the girls having to fight Sauron all alone. "Yeah? Well, we were dealing with robotic dinosaurs with mutant powers and..." she was cut off when Wolverine stuck his claw out at her to get her to be quiet.

"Just shut up and fight Half Pint!" Wolverine snarled at the girl before he slashed a few of the Dinoborgs. "The last thing I need is another annoying person pissin' me off!" he ranted as another bunch of Robosaurs came at them. Wolverine got read for another attack on them. "And now I'm gonna send these dino tin cans back to the 65 million year old scrapyard!" he channeled his inner animal and used his claws on them again. "Berserker Rage!" he shouted ad he went berserk and slashed through one Robosaur after another. Colossus rammed a few down with all his might as Rogue helped him out.

"I got four Aces in the hole for you!" Gambit said, "But if you wanna play with Gambit, then here take four cards with you!" he threw a bunch of his exploding cards at the Dinoborgs that came in his direction.

Next a bunch of them went at Rogue, but she kept beating them up. "Sorry boys but I'm too good lookin' to be eaten by y'all!" she flipped her hair seductively. "So it's time to say...buh bye." she tossed one of them into the others and then elbow smashed another one on the head.

Storm zoomed up to the Sauron duplicate and used her lightning zap on him. "I know you are not the REAL Sauron you impostor!" she shot insulting the duplicate.

"Then I'll have no difficulty of disposing of you Windrider!" Sauron said, flying at the weather manipulator as Storm defender herself by blocking his claws and wings. "It seems that I faced a false weather goddess!"

"No Sauron, now you face Storm of the X-Men." she declared. "Hail Storm!" she used her weather powers to get the clouds rolling in to the Savage Land level and it started to hail on Sauron, but he ignored it.

"Gah! Is that the best you go..."Sauron was cut off when some of the hail hit his noggin.

"Oh please, I've fought Sentinels way tougher than you!" Storm said, as she halted the robo-Sauron dead in his tracks. Then she used her lightning to short his circuitry, causing him to fall to the ground. "Alright everyone, it's time to do a clean sweep!" she instructed to her teammates.

"Awesome!" Jubilee she grabbed her blaster and spun it in the air around her hand and then grabbed it by the handle. "Watch this!" she then charged her powers into the weapon and shot at the Dinoborgs right through their torso's making three smoking holes. Next she blew the smoke on the tip of the pistol away. "I got all three of them on my end!" she thumbs uped her friends as she winked.

"Excellent Jubilee!" Storm said, feeling impressed with her marksmanship. "Firestar, your turn!" she instructed the flame manipulator.

"Then here come's an inferno!" Firestar charged up her flame energy and shot at the Robo-dino's on her end. "You Dinoborgs are toast!" she declared after she melted them down to liquid metal and microchips.

Wolverine kept on slashing the ones that came his way. Then he turned his attention to Shadowcat, "Hey Kitty! If yer done annoyin' me with yer complaints, phase through three of them if you don't mind!" he instructed to the teen girl.

"Not a problem, canucklehead!" Shadowcat responded with an insult to the animal mutant as she charged at the three Dinoborgs in front of her.

"Did she just insult you?" Spidey asked.

"Nah, it's a compliment." Wolverine responded.

"You do know that means a Canadian of limited intelligence right?" he asked again, causing Wolverine to snarl at him.

"Don't make me gut you web-head!" he warned.

"Okay, wolfman!" Spidey said, trying to avoid getting shish-ka-bobbed by the Adamantium skeletal mutant.

Shadowcat then focused on the three Dinoborgs in front of her. "Okay, here goes nothing!" she said as she used her phasing power to short the circuitry in the machines out, causing them to shut down and fall apart. She stopped running at them and turned around. "There. Now I feel better." she wiped her hands free of any dust that may have gotten on them.

Wolverine looked at Colossus, Nightcrawler and Storm all at once. "Alright you three! Ready for a real clean sweep?" he asked.

"Yes!" Storm responded.

"Da!" Colossus added.

"Ja!" Nightcrawler stated, confirming his agreement with Logan.

"Alright, then let's do it! Second class style!" Wolverine readied his claws for the last batch of Robosaurs. "Go!" he shouted as all three of them took down the mechanized dino's with Wolverine's claws combined with Storm's lightning and Colossus's metal strength combined with Nightcrawler's teleport smoke to short out the parts.

Seeing this, Spider-Man felt astounded. "Wow! That was impressive!"

Widow walked up to him and agreed. "Yeah, I can see why these four have chemistry with each other." she said. "Like me and the Avengers."

"And the two of us I might add." Spidey said, as he wrapped his arms around his Russian girlfriend.

It was then that Natasha felt something on her. "Spidey, babe, are you touching my boob?" she asked, and the web-head looked down to see that he was groping her giant bosom. He then removed his hand and flailed nervously.

"Oops, sorry." he defended.

Natasha then grabbed his chin and zoomed her face to his. "Do that later, loverboy." she smiled seductively at him.

"Seiz the lady who tapped on my butt for a second time." Spidey teased a little bit.

Wolverine kept slashing at the ones that came his way he felt a little outnumbered against the Dinoborgs Arcade had created, so much so that he turned his head over to the Spiders. "Hey, you two! It's your turn to finish them off!" he called out.

The spiders stopped their flirting and turned their heads over to the animal mutant and the others. "Got it!" the webbed-wonder responded. "Ready Widow?"

Natasha nodded her head confirming her answer. "You know it, handsome!"

"Okay, go!"

The spiders charged at the cybersaurs at the same time as Widow used her glowing batons on a few of them and Spidey used his sword to slash another bunch of them down and lastly Spidey and Widow did a double team move which involved Spider-Man wrapping one of them with the others in a giant cocoon and Widow placed some electrical charges on it then the two went for a double kick on it to activate the charges, causing a surge of 750,000 volts to put the last remaining Dinoborgs out of commission. Somewhere Arcade was watching in anger to see his creations be obliterated.

 **(Song Ends)**

Spider-Man place the blade of his sword on his armored back as he stood over the wreckage. "The Robosaurs are officially extinct!" he quipped, pumping his fist in victory.

Widow however did not like it at all. "Spider-Man, that sounds horrible." she said, as her boyfriend pouted feeling bummed.

"Okay, that quip didn't work so well." Spidey dropped his head to the ground.

Shadowcat then reassured the web-head. "Not as bad as Storm's quip to Toad." she pointed out making the two look at her

Storm then went over to the girl and had a dismissive look directed toward her. "Kitten!" she shot. "I told you not to bring that up again!"

"What? It's true!" Shadowcat shot back.

This left Spider-Man feeling a bit intrigued. "What did she say to Toad?"

Jubilee then decided to tell the spiders about it, "Well, Storm said, and I quote, "You know what happens when a toad gets stuck by lightning? The same thing that happens to everyone else." and then she electrocuted him." she told them, making Storm faceplam herself.

Spidey and Widow turned their heads to each other and did a double take on it. "Um, kay. Sorry I asked." he said as a drop of sweat went down his face.

Widow nodded. "Yeah, that was really, really horrible." she added.

Storm then brought something up to change the subject. "Not as horrible as the time when the Shadow King took over my body, having my body switch with Emma Frost or Forge creating a device that took away my powers."

The Spiders felt a little baffled by that but then shrugged it off. "Okay, okay! We get it! Jeez, you're starting to sound like Wolverine!" Spidey said as if he were annoyed.

But then Wolverine got up in Spider-Man's face. "Hey, don't compare me to her!" he shot at the web-head.

"Wow, sorry!" Spidey shot back in a manner that depicted the fact that he and Wolverine did not get along well. "I meant to say that she deserves better!"

"Can it web..." Wolverine was about to get even more in his face but Storm stopped him.

"No, Wolverine, it's alright. It could happen to anyone." she said. Wolverine retracted his claws back into his arms and stood down.

"She's got a point though." Spidey added. "But all that aside, we gotta find Arcade and stop him." he pounded his fist with his palm.

Nightcrawler then added to what he said. "But ve have to find Cyclops, Phoenix, Beast, Iceman Archangel first before ve confront zhat fiend!" he said.

"Da, and they happen to be the original five members of the X-Men." Colossus denoted.

Black Widow nodded at Spider-Man and vice versa. "Okay, you're right, Colossus." Spidey said. "We'll do that first."

Just then, another portal opened up in front of the clearing. "We'd better get a move on before Arcade sends anymore of his robots and giant dinosaurs." Widow said, as she bolted for the tunnel as the others followed while Spider-Man changed back to his main costume.

* * *

Arcade cursed himself for letting Rogue, Gambit, Shadowcat, Jubilee and Firestar escape at the hands of Spider-Man, Black Widow, Wolverine, Colossus, Nightcrawler and Storm.

"DAMMIT DAMMIT DAMMIT!" Arcade shouted, bashing his head against his chair. "They escaped my Savage Land level! It's only a matter of time before they find me now!" he panicked and threw a dozen fits before Red Skull came up on his screen now.

 _"Aracde, cease zhis childish fit -throwing of your at once!"_ Red Skull demanded, causing him to snap out of his fit.

"Oh...uh...Red Skull, w-w-w-w-why are you contacting me?"

 _"I am checking on your progress, and by zhe looks of things, I'd say you are failing!"_ he barked.

"I know that! You think I don't know that!?" Arcade barked back. "Spider-Man and Black Widow have freed some of the X-Men! My revenge is going wrong in so many ways it's hard to describe!" he complained.

Red Skull let out a sigh, _"Zhe vhy don't you just use your newest machines to eliminate zhem?"_

Arcade felt a little bit of a spark of brilliance bursting in his head. "Yes...Yes, your are right!" Arcade pressed a button and on one of the screens appeared a bunch multicolored versions of the robotic policemen that have been hunting the X-Men down for years. These robots were known as Sentinels. These ones were different. "These Sentinels should distract the Spiders and those X-Men and help me get my revenge!" he cackled evilly before he coughed on something.

Red Skull raised his burned part of his eye, _"Do what you have to while you can."_ he said. _"I need to speak with Scorpio and his Zodaic and see vhat zhe have found!"_ he signed off.

Arcade returned his attention to an image of Black Widow's cleavage. "Ooh, so hot." he ogled, but the the camera moved to her face.

 _"Eyes, up here Aracde. You rotten little motherfucker!"_ she punched the camera and he lost the video feed. Arcade felt enraged for having one of his cameras being shattered.

While in the tunnel where Spidey, Widow and the X-Men were at on the way to the next level, Shadowcat went up to her. "So, uh...Black Widow, is it ture that when you were little, Wolverine and Captain America saved your life?" she asked feeling a little starstruck.

"Yes, it's true, Kitty." Widow replied as Firestar walked up next to Kitty. "And by the way Firestar, my boobs got bigger due to Nightshade's mutation serum after Spidey and I tracked her and Red Skull down in Transylvania."

This sent shivers up the girls spines. "Transylvania...Where all the vampires come from?" asked the two and Widow nodded to them.

"And now I'm a triple C cup, even though they look like double D's." she cupped her breasts again, making them look a little bigger. "It's not easy having them, but they feel really good."

Kitty snapped her fingers in envy. "Man, I wish I looked like you, Natasha."

Widow placed her hand on Kitty's shoulder. "Don't worry, you'll get there someday." she reassured.

Spidey then walked beside Widow, Shadowcat and Firestar who were now joined by Jubilee. "So, Jubilee, did you make a device that could focus your powers like Cole McGrath did in InFamous 2?" he asked.

"Yeah, I call it the Light Blaster." Jubilee stated. "Forge helped me build it after the last time we encountered Black Tom. So, what was that armor of yours earlier?"

"Oh that, it came with the upgrade to my costume thanks to Leo Fitz and Jemma Simmons." Spidey responded to the light user. "I also have a stealth mode on this. And that one is black and neon green." he switched to the black and green outfit, which surprised the lot of the X-Men.

"Lookin' good mon ami." Gambit said, as he dug the stealth outfit.

Wolverine even felt impressed. "Black and Neon Green, eh bub?" he wondered. "That's a change."

"I do have a black and silver Spider Armor, but it's a little heavy for me." he denoted before switching back to his main costume.

Jubilee then turned her attention over to Natasha, "So, uh, Nat, can I call you Nat?"

"Sure." Widow responded to the light user.

"Well, how come you're not having back problem with those watermelons on your chest?" she asked bluntly.

Widow thought about it, "I'm not sure, Jubilee. I'll figure it out soon."

* * *

The Spiders and the X-Men finally arrived at the next level, which looked like a battle scarred version of New York in a post apocalyptic future. The X-Men had experienced time travel before when Nathan Summers-Grey/Cable and Lucas Bishop came to try and stop the mutant known as Apocalypse from taking over the world with a technological-organic virus. But this one looked like it was someone else who had conquered the world and wiped out the mutants and humans all at once. Just looking at the surroundings made some of the X-Men stiffen in fear and fright, but Spider-Man felt a little afraid to see this happen and his Aunt May died, luckily Natasha pulled him closer to her cleavage and hugged him tightly as she whispered to him saying it was gonna be alright while she kissed him on the forehead.

But then, Spider-Man felt something tingle in his head. "Black Widow, are you sensing what I'm sensing?" he asked.

Widow felt the tingling in her head as well, she even began to feel it in her whole body. "Judging by the fact that our Spider Senses are tingling at the same time? Yeah, I've got a feeling in my entire body that we got more trouble coming our way." she said.

"Speaking of which, what is that sound?" Jubilee wondered as she looked up into the sky. The sound of jets could be heard very loudly as gigantic airborne vessles began to swoop into the area. Next, they all heard the sound of something stomping the ground, making the Earth rattle and shake like a natural disaster. "And please don't tell me that is Godzilla, Mothra or King Kong!"

Wolverine instantly recognized the sound of that stomping. "Nope, it's more like...Sentinels!" Logan was right, it was indeed Sentinels. But these were different version of the supposed 'Robotic Policemen' to them. "Looks like Arcade has either created his own version of 'em or even worse!" Wolverine readied his claws to slash the machines in half. "Either way, we're in for the fight of our lives!" he was about to charge.

"Wait my love." Storm halted Wolverine and pointed at them. "The Sentinels are seemingly different. They look like...oh Goddess!" There were five Sentinel robots, the lead one looked like it had a visor over it's optics, the other had a green and gold paint job with a bird logo on it while the other three had one that looked black and silver with a blue head and silver bird-like wings on it's back, the fourth one looked all blue with giant claws and the fifth one was all silverish-blue and white.

"Storm, what's wrong?!" Jubilee asked.

Spider-Man could not believe his eyes when he saw them all. "Uh oh!"

"Mein Gott!" Nightcrawler stated his shocked nature. "It can't be!"

"Oh shit!" Wolverine said. "The Sentinels looked like Cyclops, Jeanie, Beast, Archangel..."

"And Iceman!" Firestar added to Logan's summation. "Arcade made these Sentinels in the exact likeness of the original five X-Men!"

This shook the Spiders and the other X-Men to the very core. "Oh fuck me!" Kitty said out loud, getting a dismissive stare from Storm.

"Language Kitty!" Storm said.

"Okay, okay! Nobody panic!" Spidey said getting their attention. "Let's just fight these X-Sentinels, destroy them and get to Arcade!" he declared, reassuring the X-Men a little bit. "I mean, it's not like they're using their powers is it?"

"Actually, that's a yes, they are!" Colossus saw that the Cyclo-Sentinel began to charge up an attack.

 **(X-Men 1992 Cartoon Theme by Ron Wasserman and Haim Saban plays)**

"Take Cover!" Spidey shouted before Sentinels shot a laser blast from it's eyes, which Storm got Kitty and the girls out of the way of while Gambit went to look for cover. The Ice-Sentinel began to shoot a blizzard-like wave at the heroes while the Beast-Sentinel picked up a building and threw it at them. Storm used her wind to lift everyone off the ground like she did in the Doom Caves. She let them all gently back onto the ground and boy did some of them feel shook up by this. The Archangel-Sentinel shot a metal feather at them, while the Phoenix-Sentinel shot a flame burst at them. Storm could not keep getting them out of the way forever. But then, Widow and Rogue decided they both had enough hiding and decided to do something while Spider-Man and Nightcrawler ducked behind a piece of shattered debris from the wrecked battleground. Widow used her stingers on them for about thirty seven times in a row before Rogue flew up to them and used her power punch to knock them together.

"Wow, Black Vidow is very tough voman to be vith, Spider-Man." Nightcrawler said. "I can see vhy you love her so much."

"Thanks Kurt." Spidey said. "Rogue's tough too." then he wondered something. "If Gambit is so into her, why does she act nice around you?"

"I'm her half-brother." Kurt replied, making Spidey wide-eyed with suspense. "Our birth mother is zhe female mutant of zhe Brotherhood, Mystique." this news stunned Spidey even more. "She adopted Rogue vhen she vas four years old, and Rogue und I have been like siblings ever since."

In his thoughts, Spidey said. "Whoa whoa, WHAT!? Mystique was pregnant with Nightcrawler and adopted Rogue when she was four!? Yikes!" Spidey snapped out of it when there was a sound a mechanical whirring as something on the X-Sentinels opened up.

Nightcrawler got a look at what was going on over where the two ladies were at. "Spider-Man look!"

"What?" Spidey saw it for himself. The hatches on the Sentinels opened up to reveal a few individuals. One looked like a guy in a blue and gold outfit with a gold 'X' on his chest and a visor over his eyes and his hair looked like Spidey is in civilian identity; Peter Parker. Another was a young woman in a green, gold and black outfit with the X-Men logo around her waist as it sat proudly on her left hip and a bird logo on her chest that connected to her shoulders as it showed an ample bosom while her boots went all the way up to her thighs. The third one was a man with blonde hair and blue skin dressed in a black and silver body suit with an 'X' on his belt buckle and the fourth looked like a humanoid person while it looked like a blue version of Bigfoot while the last one was revealed to be Iceman in his normal form but was wearing an X-Men uniform that was blue, white and gold. The others were revealed as Scott Summers/Cyclops, his wife Jean Grey/the Phoenix, Dr. Henry McCoy/The Beast and Warren Worthington III/Archangel. "Oh, I see why they have the likenesses and powers of the original five X-Men. They were trapped inside the Sentinels!" Spider-Man slapped himself on the head.

 **(A/N: I'm using a different version of the Phoenix Five uniform Jean Grey had, and I gotta admit, it looks good on her.)**

"Ja und vhat's vorse is zhat zhey vere placed on mind control by Arcade!" Nightcrawler added.

Spidey then called out to everyone. "Hey, everyone! The original X-Men are inside the Sentinels and they're being brainwashed by Arcade into attacking us!" he said, shocking everyone.

"I guess that explains everything, but now how are we gonna free them without killing them?!" Widow wondered.

"Well, Ah'm open ta suggestions!" Rogue responded.

Just then, Wolverine saw some sort of opportunity. "I've got an idea!" he said, starting to relay the plan. "Colossus, Fastball Special at the Phoenix looking one!" he relayed to the Russian giant, but he had a confused and angry look on his metallic face.

"Wolverine, are you mad!?" Storm asked in an enraged manner. "Are you suggesting that..."

Wolverine shook his head at Storm. "Nope! I got a better idea than that!" he said to the two of them.

"Are you sure about that comrade?"

"Crystal clear, bub." Wolverine stated to his giant Russian friend. "Now do it!" he ordered as he bent down to his knees, allowing Colossus to pick him up like a baseball.

Spider-Man turned his head over to the two. "Hey, what the hell are you doing Wolverine?!"

"Simple web-head!" Wolverine responded to Spider-Man's rough tone. "I'm settin' her free!"

Firestar saw the opportunity to free her friends from Arcade's control once and for all. "Well, in that case, so am I!" Firestar declared to her teacher. "I'll set Iceman free from the Sentinel he's in!" she confirmed.

Just then a countdown timer showed up on a holo-screen in the level, denoting that the Sentinels had only a few seconds left. "Well, ya better hurry up!" Wolverine told the fire-mutant. "Because all five Sentinels are about to self-destruct in 30 seconds and blow us all to Kingdom Come!" he pointed out, explaining the timer.

"Mein Gott!" Nightcrawler said feeling full of fright.

"Oh no!" Jubilee and Shadowcat said in unison, feeling scared.

"Oh Goddess!" Storm panicked a little bit.

Spider-Man shook his fist in anger towards Arcade's insidious, nefarious plot as he narrowed his eyes in anger. "Kurt, you get Beast, I'll get Cyclops!" he instructed to the blue devilish mutant.

"Right, mein friend." Nightcrawler said as he agreed with the web-slinger.

"The rest of you get Archangel!"

"Right!" Shadowcat, Jubilee, Gambit and Storm agreed. Colossus lunched Wolverine out of his hands and sent him flying at the Phoenix Sentinel as he grabbed her, disconnecting her from the mind-control mechanism with his claws as he narrowly escaped the inside of the Sentinel. Firestar used her flame bursts to melt the wires that connected Iceman to his Sentinel while Jubilee, Gambit and Storm worked together to sever the link between Archangel and his Sentinel. Nightcrawler used his teleportation power to zoom over to free Beast from the Sentinel he was trapped inside of, while Spider-Man was joined by Black Widow and Rogue as they began to free Cyclops from Arcade's trap. The heroes all did their jobs successfully and got their friends out of the robotic policemen.

"Is that everyone?" Spider-Man asked.

"Yes, we got them out!" Storm said with relief.

"Good, now brace for impact!" Spidey said as the countdown timer went all the way to zero. "Everybody move!"

"You heard him! Move!" Wolverine ordered the lot of them to follow Spidey's instructions.

"Everyone, this way!" Storm said as she all got them to giant metal wall, and they all took cover as the robots exploded into gigantic clouds of fire and smoke. The computer said, _"Level Clear!"_ in bold red and yellow with a white action styled background.

 **(Song ends)**

* * *

Arcade saw the whole thing and boy did he feel madder than an angry woman on roller skates in the middle of October slicing up a magnolia tree.

"DAMMIT ALL TO HELL!" he threw some kind of rock at the monitor. "Those damn spiders and the others freed the original five X-Men!? NOW I'M REALLY FUCKED OFF!" he hissed. "It's time I brought out the big guns!" Arcade stepped out of the room and went over to a walkway that looked like it was going inside a spaceship, but it wasn't it was something more. "NOW TO FINISH THEM ALL OFF AT ONCE!" he declared loudly.

* * *

Meanwhile, the heroes were clear from the blast that happened.

"Phew, that was a close shave." Spider-Man said, wiping his head of any sweat while the X-Men waited for the original five members to wake up. Right now they were still unconscious from being used to operate Arcade's Sentinels. Spidey was joined by Black Widow who sat down next to him.

"Yeah, way too close." Widow said. "Arcade must've spent too much of his father's money on this sort of advanced technology." she thought about how Arcade was able to afford all this tech that they were wrecking.

Spidey agreed with what Widow said. "Yeah, it's bad enough that he murdered his own father, inherits his fortune, established himself as a freelance scientist and became a complete nutjob by creating this dreadful place!" he added.

"Which makes him extremely dangerous, web-head." Wolverine then went over to the Spiders.

"Only when that twerp is trapped inside a giant robot." Wolverine explained. "When I confronted him last time, he shat himself in his pants the moment I scared the shit out of him with my claws."

"Yeah, I remember that." Spidey said, remembering another thing Wolverine did when the two of them and Captain America teamed up to take Arcade down last time. Spidey then began to chuckle at the very thing, and in an odd twist of fate, Wolverine laughed with him, which surprised Natasha.

"Yep. Real hilarious!" Wolverine said, as he tried to contain his laughter.

Widow however pictured the sight of such a thing and had a look of disgust on her face. "That was actually gross." she said.

"Yeah, totally gross!" Shadowcat agreed.

Storm cleared her throat and got the four's attention. "Excuse me, but if you could please, save the humor for later." she said. "The others are coming around."

"Yeah yeah." Wolverine said in his sarcastic nature, but he went over to his friends anyway, as did Shadowcat, Spider-Man and Black Widow.

Just then, The original five X-Men began to stir in front of their friends, who waited for them to wake up. "Scott, Jean, are you both alright?" Storm asked.

Cyclops rubbed the top back of his head in pain. "Yeah, Storm. I'm fine." Cyclops responded before he winced. "Except for the fact that my head hurts."

"Mine too." Archangel said adding to what Cyclops said.

Firestar went over to Iceman to check on him. "Bobby, are you alright?" she asked.

Iceman rubbed his head wincing in pain. "Dammit, I feel like a Baked Alaska." he said as he regained his composure. "Being brainwashed can leave you with a really bad headache."

Firestar patted Iceman on the back in comfort. "Toughen up, chief. It can't get any worse." she held him as their powers canceled each other out deep down.

"Yeah, well tell that to Emma Frost and the Hellfire Club!" Kitty said in complaint.

"And Sabretooth I might add." Jubilee added.

Nightcrawler went over to the muscularly intelligent mutant that was Beast. "Hank, how are you mein friend?"

"Ugh...A bit worse than I anticipated I'm afraid." Beast replied.

Storm turned her head over to the Phoenix. "Jean, are you alright?"

"Yeah, but I've seen better days than this." Jean responded.

Cyclops helped his wife up like the gentleman he is, Kurt helped Hank to his feet and Archangel got up on his own while Bobby flipped up to his feet. "So, would somebody please tell us what the hell's going on?" he wanted an explanation.

Wolverine came out with it. "Arcade captured all of us." he said. "Including these two?" the original five all looked at the two Spiders standing there with them, which had them surprised.

"Spider-Man and the lovely, but deadly Black Widow from the Avengers?" Beast wondered as the original five approached them. "This is quite startling and yet tremendous at the same time."

Natasha felt impressed by the way Beast expressed it. "Very classy of you, Dr. Henry McCoy." she smiled.

"Thank you, Agent Romanoff." he shook hands with the Russian redhead and then did the same thing with the web-climber. "And SPider-Man, you're quite amazing despite what the media says about you." he said showing his gratitude to him, which made Spidey smile under the mask.

"Well, that's one way of putting it, Beast." Spider-Man responded, bowing his head in respect.

Iceman went over to Spidey and placed his arm on his shoulder. "It's nice to see you guys again." Iceman and Spidey did the knuckle-bump.

"Back at ya, Bobby."

Cyclops placed his finger on his chin. "But still, how on Earth did Arcade capture you two?" he asked.

"Oh, he sent robots that looked like Sabretooth, Lady Deathstrike and Omega Red to attack Wolverine while Black Widow and I were doing our city wide patrol." Spidey said, trying to keep his cool about the whole thing.

Jean had a sly look on her face. "That's true, but you two were actually on a date when this happened." she said, bluntly, shocking Archangel, Jubilee, Shadowcat, Colossus, Beast and Cyclops. Iceman just felt jealous.

But the comment about them on their date that night was what made the Spiders shocked to hear that she knew about it before they could really tell her. They both stammered the heck out of themselves. "W-w-w-w-what? B-b-b-but how did you know?" Spidey asked nervously.

Jean shrugged her shoulders, "I'm a telepath, I read minds."

Spidey felt a little bit dumbfounded by this. "You're kidding right?"

"Of course she's not kidding, hun." Natasha told him. "I forgot to tell you that the X-Men have telepaths in their ranks. So, oops."

That remark did not make Spidey feel any better for having his mind be read by a telepath. "Oops? Are you insane? Why did you..." Widow placed her finger over his mouth, shushing him again.

"Just shut up and kiss me." Widow said, making Spidey feel a little bit turned on.

"Okay." and Spider-Man and Black Widow made out in front of the X-Men.

"Mein Gott." Nightcrawler said as he was stunned. Gambit tried to do that to Rogue, but she kicked him in the face. Archangel raised his eyebrow and Colossus smiled for them. Kitty felt jealous that Spidey was spoken for. She always thought about how cute he was, but then Kitty snapped her fingers.

Wolverine smiled for them too, "It's about damn time you shut his flamin' mouth up!" Logan said, cheered for Nat, while Scott had a look of disdain on his face a little bit. "That web-head's smart mouth has really gotten on my nerves." he said, but then Cyclops had went over to Wolverine looking mad.

"Seiz the guy who's been trying to take my wife and challenge my authority a while back!" he remarked. It was true, Cyclops and Wolverine threw down several fights in the past, whether it was over who should lead the X-Men or for Jean's affection. And even to this day, their rivalry still continues.

"And turned your car into a convertible might I add!" Wolverine quipped scruffily, making Cyclops more and more angry at him, hitting a nerve like before.

"Why you!" Cyclops was about to retaliate until Spider-Man had enough and shot both of their mouths with his webbing, making them be quiet.

"That oughta hold until you two quit messin' around fightin' one another." Spider-Man joked, and everyone laughed.

Jean let out a snicker of mirth, "Thanks Spider-Man." she said. "I was about to use my powers on them and make them swap minds with two chickens like I did the last time!" she laughed loudly now.

"Yes, I remember that!" Storm added. "Professor Xavier was not pleased with that!" she rubbed a tear of joy from her eyes.

"But nonetheless, it was extraordinarily hilarious!" Beast statistically stated.

"Dern right it was!" Rogue waved her arm like a hook as she laughed.

Spidey laughed with the lot of them. "Oh my God, guys! You're killing me!" He said laughing his ass off. "But, if it's not too much trouble, do you think you could keep our romantic relationship a secret? If Nick Fury found out, he'd have me on suspension for flirting with a fellow S.H.I.E.L.D. Agent."

The X-Men all looked at each other and nodded in unison. "Of course, my friend." Beast said.

"Da." added Colossus.

"You got it, Spidey." Rogue gave the thumbs up.

"Oh, what the heck. Sure thing you two." Shdaowcat and Jubilee said together.

"Oh, mine and Widow's relationship is not the only thing any more, during the time Widow and I were bodyswapped, we got a new member of the Web-Warriors, Kaitlyn Rogers/The Astonishing Arachnid." this had Bobby and Angelica surprised.

"A new girl, huh?" Bobby wiggled his eyebrow.

"Don't even think about making a move on her, unless you want to get pounded by her dad." Spidey warned the ice mutant. "Her dad happens to be Captain America himself."

This shocked all the X-Men to the very core, even Wolverine when he ripped the webbing off of his mouth. "What?! Cap has...a kid?!"

"That's right, Logan." Widow responded to the Adamantium mutant. "But oddly enough, Coulson told me that her birth mother died of cancer after World War II, and she was experimented on by HYDRA, until Spidey found her stasis pod in a factory when he and I battled Shocker."

"Mien Gott, who knew?" Nightcrawler gasped.

Firestar went up to the Spiders, "So, how's Scarlet Spider holding up?" she asked.

"Well, he allowed my team to stay in his loft while the Triskellion is being repaired." Spidey informed the fire user. "Mesmero, Red Skull, Doc Ock and the Sinister 6 trashed it so badly, we couldn't use it as our headquarters, so Scarlet is letting them stay with him. Hell, even Harry and his dad are sticking around for a while." he explained to them. "Anyway, let's go get Arcade and make him the laughing stock of the world."

Archangel looked up above the lot of them. "Good idea, except there's one problem."

"What's that, Archangel?"

"HE'S HERE!" the winged mutant pointed out.

Spider Senses were tingling in the heads of both Spider-Man and Black Widow.

 **(F.E.A.R. by Henry Fong & Halfway House plays)**

"What now? Another giant robot?" asked Spider-Man.

"No, more like a giant battle robot!" Widow pointed out as the looked up and saw that a new kind giant robot had landed onto the field in front of them all, making them take a few steps back.

Jubilee got a look inside the cockpit. "And you won't believe who's inside that thing!" she pointed at the cockpit and it showed Arcade inside the thing controlling it.

"ARCADE!" the heroes all shouted in unison.

"That's right folks!" he said out loud. "Arcade's Revenge wouldn't be complete without your deaths!" he laughed maniacally. "You destroyed my creations and ruined my fun! So for that, you will all pay with your lives!" Arcade swung his machine's arm at our heroes. "NOW DIEEEEEE!"

"LOOK OUT!" Spider-Man shouted making all the X-Men get out of the way of the mechanized arm and hunt for cover.

"Oh shit!" Wolverine grunted while he dodged the mech-arms.

Arcade laughed and cackled like a maniac, "You can run bu you can't hide! Neither of you will make it out of here alive! My thirst for murder will not be quenched! The game is called Arcade's Revenge!" he tried to rhyme as he laughed till he coughed.

The Spiders and X-Men were both disgusted at the same time. "Worst. Rap/Poetry. Ever!" he said denoting he hated that.

"My thoughts exactly Spider-Man!" Beast said while he went behind some rubble. "Absolutely, terribly horrendous!"

"No really? You think?" Kitty responded sarcastically.

Storm did not like what she just heard from one of her students. "Your sarcasm is not helping one bit, Kitty! So stop it!" Storm said to her student. And then Storm got hit by one of the missiles from Arcade's Giant Battle Robot and fell from the sky.

"STORM!" Wolverine screamed in horror.

Cyclops then thought of something. "Wolverine, catch Storm! I'll cover you!" he planned.

"On it Cyc!" Wolverine nodded as he ran over to Storm. Arcade tried to stop him but Cyclops countered with the use of his optic blasts. Wolverine jumped into the air, broke the weather users fall and looked deeply into her eyes. "Gotcha Darlin'!" he said.

"Thank you my love." Storm said, rewarding him with a kiss on the lips. After they broke from it the two returned their attention to the Giant Battle Robot Arcade was controlling.

Gambit then had a stratagem of his own. "Let's see if we can take that thing down a peg or two!" he got his staff ready. "Ready?"

"Ready!" Iceman, Firestar, Jubilee and Archangel said in unison.

"Let's go for it!" Gambit and the others all attacked the robot at once. Arcade tried to swat them away, but the arms of his robot were too big. Jubilee shot her light blasters while Firestar spewed fire from her hands causing some of the heat levels to rise in the robot. Iceman used his trail of ice to try and make Arcade dizzy inside while Gambit used his exploding cards to try and dent it.

"Now!" Arcahangel said, as he shout some of his feather blades at the cannons on the arms of the giant mech. Spider-Man shot a bolo-web which he learned from Scarlet Spider around one of the legs while Black Widow used a grapple hook to tie the arms together.

Arcade would not stand for that any further and broke free from his shackles. "You broke all my fucking toys! And now I'm going to even the ante!" he declared as he waved his arm.

"Guys, look out!" Jubilee said, as the robot arm went and whack some of the X-Men while the others dodged that attack. But then Arcade's robot did some kind of 'Cast Off' kind of thing and it looked a little thinner and had a goldenrod paintjob.

 **(A/N: 'Cast Off' was a phrase used in Masked Rider Kabuto, which is a favorite of mine in the Kamen Rider franchise. It was dubbed in English but shown in the Philippines on the Cartoon Network branch there.)**

"Oh my God!" Firestar was shocked to see Arcade's mech do that sort of thing.

"Okay, _NOW_ it's gonna get brutal!" Iceman said to everyone.

"You're right about that one, Iceman!" said Arcade as he were. "It _IS_ burtal...with a million bolts of lightning! Shocking isn't it!?" he joked badly shooting a million volts of electricity out of he robot's palm at some of the X-Men and it hit a few of them with the voltage causing the heroes to be shocked until they were pushed back a little.

Widow turned her head to Spidey and said, "Spider-Man, I don't know how much more we can take of this!"

"Me neither but I do know one thing." Spider-Man switched his costume into the Spider-Armor II. "I've had enough of that guy!"

"Oh but not me." Arcade said as he locked his sensors on the web-slinger. "As a matter of fact, I'll just zap you with my lightning bolts!" he shot another round of electricity at the webhead only for it to not affect him at all.

"You were saying?" Spidey taunted.

Arcade was feeling very dumbfounded and did not understand what had just happened in front of him. "What? But how did..."

"My Spider Armor can repell your lightning bolts. Which gave me a chance..." Spidey elaborated to Arcade as he shot a web at him. "...to do this to you instead!" and then he concentrated the lightning bolts into his webbing and at Arcade, causing him to be electrocuted. He then fell unconscious for a little bit. "That should hold him down until we come up with the right strategy."

Widow went up to the wall-climber. "But how on Earth are we gonna take down that creep?" she asked. "His battle robot is indestructible."

"Until now." Spidey pointed to a few weaknesses that showed on the mechanized titan before coming up with a strategy. "Everyone, I got a plan!" he called everyone to him and they all responded.

"Yes, we could use one as of this moment!" Beast said, agreeing with what Spider-Man had in mind.

Archangel flew over denoting he wanted to hear what the web-sling had in mind. "Yeah! So what do you have in mind, Spider-Man?"

"I'm all ice ears." Iceman said as the other X-Men all gathered around.

"Okay, well it goes like this." the web-slinger began to relay his plan to Black Widow and the X-Men. "Black Widow, you and members of the X-Men will neutralize Arcade's Giant Battle Robot one by one so the X-Men and I will use our Special Moves and damage it one by one until it's completely destroyed."

Storm went and agreed to it. "Yes, that could work. But about the Special Moves Spider-Man described, who will direct us?" she asked.

The X-Men all thought about it carefully and then Cyclops came up with it. "Well, Spider-Man along with Black Widow saved us so we'll have to follwo his orders to the letter." he said.

The lot of the X-Men all nodded their heads in agreement with that idea, and Wolverine added to who would deliver the final blow. "Whatever. Red will deliver the last blow after we tear the damn thing to pieces."

Cyclops was a little weary about that. One time, Jean unleashed the powers of the Phoenix and she nearly tore the Earth apart and ate a sun once, so there was no doubt he would be concerned for his wife. "I don't think t's a good idea, Wolverine." Cyclops said to his rival. "The Phoenix inside her will..."

He was cut off when Jean placed her hand on his shoulder. "Cyclops, I'm extremely aware of the risks." she said to her hubby. "In other words, I'm in complete control of the Phoenix."

"I hope so, because that would be scary if..." Jubilee said before being cut off when everyone looked at her with a dirty glare. "I don't wanna talk about it right now."

Spidey found that to be a little bit frightening. "I'd rather not see that myself either." Spider-Man said. "Anyway, ready?"

They all clapped their hands and shouted, "BREAK!" in unison as Arcade's Giant Battle Robot got back up to it's feet and he felt a little weakened.

Arcade groaned a little bit. "Using my lightning bolts against me huh? Well, I'll show you!" he shot his arm at them all, but they all dodged.

Then Shadowcat distracted him by sticking her rear end out, smacking it and winked in a teasing manner. "Hey Arcade! I bet you can't shoot me down with those lame machine guns!" she teased.

Arcade felt a little sexually teased but went back into rage mode. "Oh yeah? Well allow me to prove you wrong my pretty!" he stomped toward the phasing mutant and began launching another set of his rockets at her, only to miss every time because she phased right through them.

"Yawn. That was so five minutes ago of you wasting your ammunition." Shadowcat teased again doing a cartwheel to dodge the next attack from Arcade's mech.

Arcade's eyebrow twitched in an odd way. "What? Are you..."

"Intangible? Well, duh!" Shadowcat teased the madman yet again.

Arcade slammed the console in his cockpit, "DAMMIT!" he yelled.

Shadowcat then phased through the giant mech and made electricity surge around it making the weapons inoperable. "Now guys!" she shouted to every one.

"Aim for the weapons!" Widow ordered everyone to attack at the same time and so they did.

"You got it, Widow!" Jubilee said as she used her light blaster on the right leg.

"You won't be needing these anymore, you madman!" Archangel shot his feathers at a set of guns that were mounted on the robot, making Arcade throw a dozen fits.

"NO! My Weapons!"

"Oh, that's not the only things we're going to break my friend!" Beast said, as he and Colossus worked together with their super strength to pull on off the left arm while Storm, Cyclops and Wolverine used their combined powers to rip off the left leg.

"Ja, we're also capable of doing this!" Nightcrawler said as he, Rogue and Gambit ripped the additional weapons off and Nightcrawler teleported some other set of them out of the robot.

"Nooooooo! You're ruining everything!" he complained as he watched the Spiders and X-Men slowly destroy his Giant Battle Robot. "Including my fun!"

Spidey went over to the villain. "Wuh! I'm Arcade and I'm a crybaby!" he taunted him.

Arcade shot himself up and kicked Spidey in the gut with his robotic foot. "You think you're funny Wall Crawller!?" he ranted. "Well, laugh this off!" he went to punch him constantly, but Spidey kept doing his best to avoid his assaults.

"Ha! You missed me!" he taunted as he kept on avoiding Arcade's assaults. "Gambit, your turn!" he ordered the Cajun mutant.

"With pleasure Mon Ami!" Gambit responded. "Royal Flush!" he threw his pole into the air, then rapidly throws 3/4 of his deck of exploding cards one by one at Arcade's robot, sending it flying into the air and the pole catches before falling down. "And after that, Cajun Express!" Gambit jumped to both sides of the villain then fired five pillars of kinetic energy.

Spidey turned his attention to another one of the X-Men, "Rogue! Show Arcade what a strong woman is all about!" he ordered the Southern Mutant.

"Mah pleasure sugah!" Rogue said as she got ready to do her thing. "How bout a little Hyper Repeating Punch!" she flew towards the robot, swinging her fists wildly like a barefoot jackrabbit on a hot summer day in the middle of August and ends with an uppercut that tossed the villain and his machine away from her and up into the air.

As Arcade's bot came falling back to the ground he got up and winced. "Drat! You'll fucking pay for that you mutant whore!" he shouted, earning himself a slap in the mechanical face by Rogue.

"Don't be such a sexist, hun!"

Spider-Man turned his head over to Iceman next. "Hey Iceman, tell Arcade to chill out for me, will ya?" he asked.

"Awesome!" Iceman said, as he got ready for his Special Move. "Arctic Attack!" he shot multiple ice pellets at Arcade from his chest. The pellets travel all around Arcade's machine and the freezing cold air seeped into the robot's air conditioning, making him shiver as if he had the sniffles.

Arcade Sneezed. "C-C-Cold!" he stuttered. "S-S-So Cold! I'm F-F-Freezing in h-h-here!"

Spidey looked at how the villain was feeling. "Hmm. Looks like he's about to get sick!" he said. "Storm, teach him a lesson about messing with Mother Nature!"

"That I shall do!" Storm responded. "Hail Storm!" she flew up and away from Arcade's robot at a certain height, and bombards him with several shards of ice via a storm cloud, making the villain try to run, but he got hit by them anyway.

"Ah! Hey, stop that! You're raining ice on me!" he complained.

Storm mused at this, "Then perhaps you would prefer this. Elemental Rage!" she encased Arcade's robot in ice from head-to-toe and slashed them with a set of high-speed miniature tornadoes.

Cyclops felt a little left out so he took the initiative. "My turn! Mega Optic Blast!" he shouted as he shot a huge beam of his optical lasers at Arcade, making the ice he was trapped in before melt away and made it overheat a little bit.

"Super Armor!" Colossus said as he activated his metal body and went for another special move he had. "Super Dive!" he then jumped into the air and dove head first at the mech, hitting it in the head.

Arcade felt like it was all he could take. "Stop, stop!" he begged. "Have mercy!"

The lot of them did not listen. "Weapon X!" Wolverine shouted as he dashed at Arcade's robot, unleashing a barrage of attacks from his claws, shredding the giant metal titan's arms into pieces.

Spidey then got ready to do his finisher on him. "Maximum Spider!" he said as he hit him so badly and then stopped.

 **(A/N: Well, face it. You already know what the Maximum Spider move looks like, so there's no need to describe it. All the moves that the X-Men did on Arcade were from all of their video games. I've never played them, but I have see walkthroughs of them all.)**

"Aaaaahhhhhhhhhh!" Arcade screamed in horror as his robot was about to explode. "Okay, I give up, I give up!" he cried.

"Okay." Spidey said, as he walked over to the villain. "We'll stop torturing you." he attempted to grab him before the robot self destructs.

"PSYCH!" he said, struggling to get up for one more attack.

Spider-Man was not moved. "I figured you would do that!" he said, turning his attention over to the X-Men's favorite redhead. "Go Phoenix!"

Arcade looked on as Jean flew into the air and got ready for her Special Move. "Oh no." he said, dryly.

"Now for the grand finale." Jean said. "Phoenix Rage!" she shouted, channeling her cosmic flame around herself and then fired the flames forward in the shape of a giant bird while it screeched loudly and heavily burned Arcade's robot upon impact.

"Ahhhhhh!" Arcade screamed like a little girl as he feared his imminent doom. He then pulled a lever and ejected himself from the giant robot. "That's it! I'm out of here!" he said frantically as he ran off.

Jean calmed the Phoenix's flame inside her and landed back down causing Cyclops to catch her bridal style. Spider-Man felt a little exhausted. "Phew. That's the last of Arcade's robots." he said. "I think we used up all of our energy fighting all of them. Including Arcade."

Widow went over to him. "C'mon, we can't let him weasel his way out of this." she pointed.

"Not if we have anything to say about it!" Wolverine agreed with what Natasha said.

"Either way, we must not let him escape!" Storm also agreed. So the Spiders and the X-Men all chased after Arcade down the final tunnel and then Spider-Man came up with some sort of idea.

 **(Song Ends)**

* * *

As Arcade made his way down the final tunnel, he cursed himself for not succeeding in his goal for Red Skull and Mysterio. "Dammit! Fuck! Those blasted superheroes destroyed my robots, escaped my deadly traps and completely ruined my fun!" he complained to himself. "I'll make 'em pay for all they've done! But for now, I gotta..."

"Get out of here? I don't think so, twerp." Spidey shot a web-line at Arcade and yanked him back over to him. "I do believe my beautiful girlfriend has something that belongs to you."

Not thinking about what it is, he then chirped up. "Ooh, ooh, a kiss on the lips? Or at least on the cheek." he asked only for Widow to shoot a dirty look at him.

"No, you ungrateful, psychotic, sick, twisted, spoiled brat!" Widow slapped Arcade across the face.

"Ow, that's smarts!" he winced in pain.

Wolverine went over to the red-haired villain and snarled. "Not as badly as me shoving my claws up your ass, bub!" he yelled as he revealed his claws at him.

Arcade had a look of fear in his eyes, "No, no, don't do it!" he begged. "I beg for mercy!" he yelled.

Wolverine did not believe him, "Nice try Arcade but..." he was about to stab him, but Phoenix stopped him.

"Let him go, Logan." Jean urged. "I will take it from here."

Wolverine thought about what Jean had said to him and silently agreed. "Whatever you say, Red." he said back to her. "Besides, I was scaring the shit out of him until he pissed in his pants." he stood aside and let Jean do her thing.

"I see." Jean replied as she noticed that Arcade did indeed peed in his pants making everyone laugh out loud.

Arcade huffed angered. "What are you gonna do? Mindmeld me?" he asked sarcastically.

"Nope. I'm putting you to sleep instead." Jean said as she used her telepathy to make Arcade feel woozy so much he fell asleep.

Spider-Man and Black Widow were impressed. "Wow! Better than what I was thinking."

"Nice work, Jean." Widow said as her and Jean high-fived each other. Then, the lot of them all bolted out of the complex and awaited evacuation.

* * *

A few minutes later, a group of S.H.I.E.L.D vehicles arrived and Nick Fury arrived in the nick of time to arrest Arcade for his deeds, but he arrived with a man with a bald head, wearing a green business suit and a black and red striped tie sitting in a goldenrod hover chair. This was the mentor of the X-Men, Prof. Charles Xavier, alias Professor X. Spider-Man brought the sleeping villain who was tied up in his webbing before the Director of S.H.I.E.L.D.

 **(Remix [I Like The] by New Kids On The Block plays)**

"Good work everyone." he commended the Spiders and X-Men for their valor. "It's bad enough that Arcade escaped S.H.I.E.L.D. custody thanks to HYDRA. As usual we'll have to enhance our security systems on the Tricarrier to make sure that something like this will never happen again." she shrugged his shoulders and had his good eye shut. "Especially after the severe damage Red Skull, Mesmero and the Sinister 6 caused at the Triskellion."

Wolverine let out a scoff. "Pfft! Eventually it will happen again." he said, stating the obvious.

"I really hate to say this but I actually agree with Wolverine." Spider-Man said, surprisingly.

Professor X moved his chair over to the heroes he was the mentor of. "Are you alright, my X-Men?" he asked. "I tried to track you all down with the use of Cerebro, but Arcade must have deployed a device that prevented me from finding you."

"We're alright, Professor." Cyclops responded. "Arcade was ready for us after the last encounters we had with him in his Murderworld."

"That's right, he even had the five of us mind-controlled while being placed inside Sentinels that looked like use."Phoenix responded as she pointed to herself, Cyclops, Archangel, Beast and Iceman all at once.

"Yeah, but that's nothing compared to the time I was brainwashed by Mr. Sinister and Apocalypse that made me what I am today." Archangel stated, confirming the incident that made him into what he looks like now.

Storm was next to reveal what had happened to her. "I nearly drowned by the way." she said. "Arcade seemed to know all of our strengths and weaknesses."

"Ja, but we've still defeated him." Nightcrawler said, reassuring them all. "Und also Ororo, you survived because of ze CPR Wolverine und I preformed on you." Logan smiled at the 'elf' as he called Nightcrawler.

This had Spider-Man somewhat, dumbfounded. "Which kinda worried me a little bit." Spider-Man said.

Nightcrawler turned his head over to the web-climber. "Vhy's zhat, Spider-Man?" he asked.

"Because of Wolverine's bad breath from all the beer's he's been drinking." Spidey remarked.

Widow decided to add to it. "Yeah, but the Hulk's is the worst. That literally put a bad taste in my mouth." she said.

 **(A/N: That happened in the Avengers Assemble Season 2 episode entitled 'Head To Head'. That reminds me, I need to rewatch the first three seasons again.)**

Spidey, Jubilee and Shadowcat were disgusted by the very idea of that. "Yuck!" he gagged. "I really don't wanna know or find out!"

Jubilee also gagged along with Shadowcat. "Eww! Me neither!"

"Ditto on that, Jubes!" Kitty agreed.

Storm turned her attention to them "Oh hush everyone!" she said to them all. "At least Wolverine's breath saved my life." he looked at her with passion in her eyes and he did the same, which had Spidey bewildered.

"Wait just a cotton-pickin' minute, are you two...?" he asked.

"Yes." Storm confessed, making Spidey and Widow's jaws drop to the ground.

Even Nick Fury was a little astounded by that, but he dismissed it by clearing his throat. "Nonetheless, we'll take care of that wackadoo Arcade from here and try to restore global law and order until the Triskellion is up and running again." he said to the Spiders and X-Men. "It's bad enough that the Supervillains escaping from us have been a royal pain in my ass. Especially after the two incidents involving Dr. Octopus, Mesmero, Red Skull and The Sinister 6."

Beast nodded his head in agreement. "Yes, this is quite disturbing." he said as he looked at a video Fury showed what happened to the Triskellion. Arcade woke up as some S.H.I.E.L.D. Agents had him restrained as he began shouting to the heavens. "I'll get you for this Spider-Man! You, your pretty Russian girlfriend and the entire X-Men!" before he was karate chopped in the back of the neck

"Go fuck yourself, Arcade!" Wolverine shouted to the red headed villain.

Storm shot a dismissive look at her animalistc boyfriend. "Language Logan." she wagged her finger at the man.

"Whatever." he shrugged his shoulders.

Professor X also looked dismissive. "Keep it up Logan and I'll have Ororo and Jean braid your hair." he said, feeling like he could not resist the urge to rattle Logan's radish, making everyone laugh in the process.

Fury then began to think about something. "I don't know what the hell Arcade is talking about Spider-Man and Romanoff, but you wouldn't..."

Beast stopped the S.H.I.E.L.D. Director's speech right there, "Of course not my friend. Arcade is just ranting and raving off the side of his mouth."

"Yeah, what he said." Spidey agreed with the blue-furred genius, causing Fury to have a light smile on his face. "Plus, there is a new prison that Mesmero was sent to, maybe you could settle Arcade with a cell of his own."

Fury chuckled a little bit, "Alright, I'll see if the guys over at The Tomb can arrange a place for him." he said before turning around as he ordered his agents. "Load him up, we're moving out!" he went into the S.H.I.E.L.D. prison jet as it took off into the sky.

Beast then returned his attention to the web-slinger. "It's a good thing that your secret is safe with us my friends." he said to Spidey and Widow. "It would be a disaster if it's compromised when your superior learns about your relationship."

"Yeah, after all, you helped us get out of Arcade's deadly hideout." Shadowcat responded as she hugged the two.

Spidey shook hands with Beast yet again. "Thanks X-Men." he said to them all, though something was still bothering him. "But what we're trying to figure out here is how did Black Widow suddenly get her own Spider Sense and the ability to stick to walls?"

"Yeah, that's what I wanted to know." Widow added.

"Perhaps I can answer that." Professor X explained to the two Spiders as he moved his hover-chair. "When I read both of your minds, you two have developed a psychic bond as a side effect of Mesmero switching you both of your minds and back. When you forced him to revert your minds back your original bodies, the psychic bond between you two is formed."

This had the two surprised. ""Oh I get it now. That makes perfect sense." Spidey stated.

"Yeah, I second that emotion." Widow agreed. "And I suppose that we have to thank Mesmero for that." she rolled her eyes.

"I'll do that for ya when I see him next time." Wolverine told the two and stuck his claws into the air. "Besides I owe that dirtbag a claw being shoved up his ass!"

"Sure thing, but I'd advise you to be careful with that guy." Spider-Man told Wolverine. "Because I'm afraid he might end up putting you in the body of either Storm of Phoenix."

The two ladies were slightly disgruntled by the idea of that happening. "He certainly will not!" Storm folded her arms.

"Just say no to that!" Phoenix added.

"Not if me and mix six little buddies have anything to say about it!" Wolverine said as he shot his claws out in the form of an 'X' and snarled.

Spidey felt a little spooked. "Sure. I'll keep that in mind!" he said to them.

Professor X used a key he had in the glove compartment of his chair, it let out a beep and it opened up the X-Men's main vehicle it looked like a jet from the times of the Cold War, a Lockheed SR-71 Blackbird which served as the X-Jet. "Come, my X-Men. It's time to go home." Charles said. "It's been quite a long night."

"My thoughts exactly Professor." Beast confirmed as he followed the wise and noble man into the jet. "Besides, i got dandruff in my fur." he stated the obvious.

Cyclops and Phoenix turned their attention over to the two Spiders. "Hey, uh, Cyclops, you and I don't have the same barber, do we?"

This made the optic blasting mutant snicker in a comedic way. "Not really. My barber is in Bayville, outside of Westcheaster." he corrected. "Thanks again, Spider-Man and Black Widow. If you ever need us, you know where to find us. Good work by the way." he gave the thumbs up to the two Spiders.

"Oh, and give the Avengers our warmest regards next time you see them." Jean requested.

"We will." Widow said, wrapping her arm around Spider-Man's neck. "As long as Iron Man doesn't get any bright ideas first." she felt miffed about Iron Man being a sleaze-bag. The power couple of the X-Men went into the jet.

Iceman and the others went over to the arachnid duo. "It's been a blast seeing you guys again!" Iceman said as he high-fived Spider-Man.

Firestar agreed. "Yeah, what he said."

"And the first time with the rest of the X-Men." Colossus hugged them tightly without knowing his own strength.

"Which is totally cool might I add!" Jubilee said showing her enthusiasm.

"Ja, no doubt about zhat." Nightcrawler added.

Rogue went up to them next. "Hey, Spider-Man, Black Widow, even though you two are datin', maybe we could do a little bit of a threesome sometime!" she winked flirtatiously.

Spidey blushed under his mask. "And suck our..."

"Just kiddin' with y'all!" Rogue said, denoting she was just messing with them both. "Besides, Ah'm in control of mah powers."

Spidey stuttered. "Um, s-s-s-sure."

"Yeah, we believe you." Widow confirmed.

Gambit then went over to the southern belle. "Maybe I give you one, no?"

Rogue let out a slight hint of laughter. "Shucks Remy! You make a gal like me giggle." she said, charmingly.

"Oh for the love of Pete, get a room!" Shadowcat yelled at the two with the accents. "Oh, sorry Spidey, Widow." she shook hands with them.

"It's alright Kitty." Widow replied.

Wolverine and Storm went over to the Spiders next. "I've said it before, and I'll say it again." Wolverine started off. "Yer lucky you got yourself a smokin' hot, juicy redhead, webs. You get to have a shitload of fun with her while I'm stuck with Storm."

Ororo put her hand on his shoulder. "Behave yourself Logan. At least, I'm the best thing you have." Storm said, as she kissed Wolverine on the cheek. "Deal with it."

"You know what Darlin?" Wolverine smirked at the weather user. "I think that can be arranged. C'mere!" he then grabbed Storm and began tickling her and then placed her in the air the way Rafiki did for Simba in The Lion King.

(A/N: The Lion King has been a favorite movie of mine and my stepmom. It always made me cry.)

"Wolverine? Stop!" Storm laughed uncontrollably. "Put me down!"

"Yeah? Try me." Wolverine kissed Storm on the lips as he carried her bridal style while they entered the Blackbird and took off back to the X-Mansion.

 **(Song Fades)**

* * *

Spidey and Widow were now in Widow's Car riding off into the night. The ride was wonderful as thy both enjoyed the view of the moon as they also gazed into each others eyes. But, hopefully one day, that dream about the Spiders getting married, continue being superheroes and start a family of their own may come true.

But then, Spider-Man took his mask off to her, "Widow, call me crazy, but isn't weird to see Wolverine and Storm acting like a couple?" he asked.

"Hmmm, more like dating to me, Peter." Natasha said back to him. "And speaking of which, how about we conclude our date by spending the rest of the night at Avengers Tower?" Nat asked as she unzipped her costume a little more to let her massive boobs breath a little more. "After all, we've been through a rough night and I feel like take my costume off and showing you my body in it's true form." she winked, making Spidey stiff his costume.

"Oh ho! Even better, Nat." Peter said as they kissed each other on the lips.

* * *

Inside Avengers Tower, in Black Widow's quarters with a 'Do Not Disturb' sign on door handle. Peter was sitting on the bed waiting for Black Widow to get undressed while he was watching the news seeing Jameson again, ranting about him being a menace once more. But this time he was dressed in a pair of blue boxer shorts. Jameson switched over to a report by Robbie Robertson, who he was glad to get some good publicity from him.

 _"Hello, I'm Robbie Robertson, of DBC. In other news, it seems as though, Spider-Man and Black Widow were indeed abducted earlier tonight by a villain calling himself Arcade."_ Robbie said. _"They did escape however when they found out that Arcade had also captured a group known as the X-Men. And after he was defeated, the villain was arrested by S.H.I.E.L.D. Director Nicholas Joseph Fury and his sentence is to a new prison dubbed The Tomb. Not sure if this is the last we'll see of Arcade, but wherever this place is, let's hope that Arcade rots there in his own hole. Back to you Jonah."_ he said as the camera went back of to the critic of Spidey.

 _"Thanks Robbie."_ Jonah responded. _"Well, no matter what that masked menace Spider-Man is up to, I still won't rest giving you the truth about him until he's been eliminated!"_ he ranted, causing Peter to turn the setting to HDMI 2 and placed a movie inside the Blu-Ray player.

"Well, at least that Robbie Robertson guy says good things about me instead of Jameson." Peter said to himself. "And John Jameson is much better than his old man, but I will wait for Melinda May to beat J.J. up. Plus, I wonder how Randy is." The guy he was talking about was Robbie Robertson's son Randy, who happens to go to school with and want's to be in the NFL. He had already called his Aunt May earlier and told her that his date with Nat, without revealing her name, was great except for the fact that they were abducted by Arcade who had also captured the X-Men that night. But he reassured her that he and his girlfriend along with some of the X-Men made it out O.K. and that Arcade got arrested and was sentenced to the Tomb. After the reassurance May told him that she made a new friend named Bianca Flynn while she was in Denver and would like to introduce her to him someday. He agreed to do so and they said their good nights to each other before he hung up.

 **(Wanna Get To Know You by G-Unit Feat. Joe plays)**

Natasha enters the room in just a pair of black panties and no bra, which made Peter get a little bit of a nosebleed, but he cleaned it up. "So let me get this straight." he started off. "You punched Melinda May as payback for hitting me in the face the first time we met?" he wondered.

"Yes, because she was being such a bitch for the way she acted." Nat acknowledged to her teen boyfriend as she seductively walked on her hands and knees over to Peter. "When she hit you really hard in the face, I was really worried about you. Sure you made a mistake by letting Yelena Belova try and come between us in a divide and conquer kind of way but at least you learned from it." held Peter closer to her breasts, making him blush.

Peter then looked up at her face, deeply into her eyes. "To be honest with you Natasha, I'm really glad that you're my girlfriend." he smiled at her. "I haven't felt this way with you since my ex-girlfriends back then."

Just then the light bulb in Natasha head went on as she raised her eyebrow with a sly look on her face. "Really now?" she asked and Peter nodded yes. "maybe we should talk our ex's right now because I want to know about them." she said to her man. "But first, F.R.I.D.A.Y., Lights please."

The lights dimmed a little bit as the movie played. _"There you go, you two lovebirds."_ F.R.I.D.A.Y. said teasingly.

The two Spiders smiled and got right to it. "Okay, I'll start with mine." Peter started as he rested against his pillow and Natasha did the same thing. "Before I became Spider-Man, I had a crush on a girl named Gwen Stacy. After I became what I am today, we got close and fell in love to the point where we kissed. Hell, even her dad, the late Capt. George Stacy liked me as if I was his own son. But then, during my battle Electro when he still had that star-shaped mask of his, before it was revealed that his real name was Maxwell Dillon, a year later before I was recruited by Nick Fury so he could train me to be the Ultimate Spider-Man, she died when I caught her with my web when she was thrown off the George Washington bridge and broke her neck." the boy then felt tears flowing down his face as he did his best not to cry. "Electro disappeared and I haven't seen him since that incident until we met when he tried to take over the Daily Bugle Communications satellite and he joined the Sinister 6. That incident haunted me for a while and it inspired me to do better as a superhero and a human being. You know how that goes." he then started jittering as if he were cold.

Natasha stroked his head as she allowed him rest his head on her bosom. "Peter, I'm so sorry that happened to you." she felt for him.

"Thanks babe." he said wiping his tears away. "At least you understood what I've been through and the losses I've suffered besides losing Uncle Ben."

Nat smiled at him. "Anymore ex's you'd like to discuss with me?"

"Yeah." Peter continued. "After Gwen Stacy's death, Mary Jane Watson, before she became Spider-Woman, and I dated for a brief time until we decided to remain friends." he told the Russian redhead about the time he and Mary Jane dated before they broke it off. "I also dated a thief named Felicia Hardy, also known as the Black Cat who developed a crush on me after she thought of me as mysterious and didn't care about what I look like under the mask. But then, one night, when I beat the snot out of Jackal, I took my mask off and revealed my true identity to her, only for her to vomit on my dick, which is totally embarrassing." he acknowledged the fact that he dated a thief once before. But once Natsha heard that Black Cat threw up on his manhood she broke out in laughter. "Oh great. Now you think it's funny?"

Natasha stopped laughing for a bit, feeling like her belly was about to burst. "I'm sorry Peter! That was hilarious!" she wiped a tear of laughter from her eyes. "Please continue."

Peter took a deep breath before continuing. "Thanks. My relationship with Black Cat lasted for a while, but it turned sour when she continued to commit robberies as a thief. I tried so many times to get her to stop stealing from everybody in a playful way, but she stubbornly refuses so I decided to break up with her and the next thing I know, all the crime that she committed caught up with her and she was sent to Juvenile Jail where she's currently serving time behind bars." Peter felt a little glad for that. "So, what about your ex's Natasha?"

Natasha was a little hesitant but she answered anyway. "Well, one time I was married to ruggedly handsome Russian man." she admitted.

Peter's eyes went bug-wide with shock. "W-W-What? Y-You were married?!" he asked surprised.

"Yes." The Russian redhead nodded. "His name was Alexi Shostakov who happened to be a champion test pilot way back before your were born." This sort of news had Peter dumbfounded. "We've been through a lot together being a married couple in love until he was killed in a freak accident during a rocket test." she said solemnly.

Peter looked a little down about that himself. "I'm sorry about your loss Nat. It really sucks being a widow." he said. "No offense."

"None taken Peter." Natasha replied back. "During my training in the Red Room program, I once fell in love with one of my instructors. I also used to date my long time partner and best friend Hawkeye until he got married to Laura and had their three kids together. I'm the figurative aunt." then she got to something she never told Iron Man or the rest of the Avengers. "I also used to have a crush on Captain Ameirca until he currently started dating Sharon Carter who happens to be the niece of Cap's one time lover Peggy Carter."

Peter was now awestruck when he heard about Cap's girlfriend being the niece of his old love interest. "I see, but at the same time, it's kinda weird seeing cap dating the niece of his first love after being frozen in a block of ice for 70 years."

"Actually, Sharon strongly resembles her aunt. That's why Cap fell in love with her." Natasha pointed out.

"Okay, I stand corrected." Peter added.

But then the unexpected happened, she remembered someone else she dated before. "Oh, I forgot to tell you this before." she started again. "I also once dated Daredevil during my time with the Avengers."

Peter was shocked again as he had no idea that Natasha dated the 'Man Without Fear' before. "Oh wow! What happened during that time?"

"We sorta ended things between us because he got consumed by his demons until he eventually defeated them and we decided to remain friends after that while he resumed his relationship with Elektra Natchios. And that's about it." she told him but then wondered if he dated any other female superheroes before her. "Have you ever dated any female superheroes recruited by Nick Fury?"

Peter shrugged his shoulders, "No, but White Tiger and I flirted and kissed each other during a mission and that's about it." he openly admitted to the redhead. "It was a one time only thing between us."

"I see." she winked. "Although, I can swing it both ways."

Peter felt his eyebrow twitching when she said that. "What? Are you telling me that you also attracted girls and kissed them too?" he asked making Natasha reply with a nod. "Oh my God." the two of them laughed about that sort of thing and then stopped, causing Nat to lick his hear in a hot way. The two began to kiss passionately on the lips and Peter began to feel Natasha's boobs making her moan with delight while his other hand felt her rear end causing him to smack it. He then started to suck her now erect nipples making her moan even more.

"Oh...God, that feels so good, Peter." Natasha said in a raspy voice. "Just...Don't...Stick your...Cock into me!" she moaned.

"Don't worry, babe...I won't!" he breathed dryly.

 **(Song Fades)**

The night lasted longer than ever, but little did they know, someone was watching them from outside the tower. This someone wore an all black outfit that looked like a ninja. He stared at the window with jealousy and said, "I've been away from you for far too long Natasha." in a Russian accent. "But do not't worry, soon I will dispose of that bug you call a boyfriend and take you back once and for all." he declared leaving off into the night.

* * *

While the two Spiders spent the night at Avengers Tower, Scarlet Spider, was at the loft without his mask on was sitting at a desk typing up a book he was working on while everyone was sleeping. He could then here the sound of someone knocking at the door. He stopped to open it up and in came a man with shaggy brown hair, black army gear, a mask that covered a little bit of his face and eyes and his left arm was made of metal with a red star on it. This was James Buchanan 'Bucky' Barnes, the Winter Solider. He used to be Captain America's sidekick during WWII before HYDRA got their hands on him, did a number on his mind and made him a living weapon. But it didn't turn out so good, he soon turned his back on HYDRA and swore he'd have revenge on Red Skull, but he never got it.

"Ah, took ya long enough to get to my place." Scarlet said to the man as his mask deactivated to show his true face. "I got your message on my watch. So, how can I help you Winter Soldier, or perhaps if I may call you James 'Bucky' Barnes?"

"Yes, I haven't gone by that name in a while now." Winter Soldier responded to the young man in a voice that sounded like Red Arrow. "Kaine Parker, we need to talk. It's very important."

Kaine looked a little confused as to what Bucky said by that. "Why?"

"Because the past about you, your younger brother and Natasha Romanoff is coming to haunt you."

This made Kaine feel majorly worried. "Oh my God." he whispered, before regaining his focus. "Okay, come inside." Bucky went into the area of the loft where Kaine was working on his book and who knows what will happen next.

To Be Continued...

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Well, this chapter is completed. Sorry I took months to do this, ERoc901 Tha Clean Up Man had to type up chapter 5 of of his story Spider-Man/She-Hulk: Freaky Friday, which is a favorite of mine if I do say so myself. Plus, I found out that my dad had a stomach ulcer. I just assumed he was going to die, but I was wrong. And that fact about Rogue and Nightcrawler being half-siblings is true. I'm also working on a few Kamen Rider fanfics as well. Kamen Rider 0X (Zero-X) and Kamen Rider RED, my first crossover between Kamen Rider and one of my favorite anime shows...Yu-Gi-Oh GX. I got some pictures for the story on DeviantArt right now. Feel free to go to my gallery. Also, that part about Gwen Stacy being killed by Electro was made up. In the comics Gwen was captured by Green Goblin. I wanted to see what happened if it were Electro instead of Goblin. Plus I had a doctors appointment today and got a good chek-up.

But now, stay tuned for Chapter 12: Secrets Of The Past - Part 1! Peter and Natasha are having a normal morning, but they soon are interrupted by the arrival of Mary Jane who knows about their relationship, and she approves. It is then that Spider-Man, Black Widow and Spider-Woman are called by Mockingbird to respond to a situation involving Scorpio and his group Zodiac, and their new ally the Ronin, who try to swipe a file on a C.I.A. Geneticist named Dr. Richard Parker who happens to be Spidey's father. Black Widow get's capture by the Ronin and feeling enraged, decides to go after him. Scarlet Spider is informed about this by the Winter Soldier, who also tells him that someone betrayed Dr. Parker in the past and needs to be stopped. Will Peter be reunited with his father and save Black Widow or will he fail? Find out next time!

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	12. Secrets Of The Past - Part 1!

Hiya folks. Me and ERoc901 Tha Clean Up Man are back to show you all the 12th chapter of What A Strange Web We Weave! In this chapter, Peter and Natasha are enjoying a peaceful morning, and Mary Jane reveals that she knows that they are dating and approves of it. It is then that Mockingbird calls them and informs them that the criminal group known as the Zodiac and Scorpio were looking for a file on Spider-Man's parents. They go to try and stop them, but then the Ronin arrives and kidnaps Natasha. So Spider-Man, Spider-Woman and Maria Hill go to investigate when they don't run it by Nick Fury. Scarlet Spider goes with the Winter Soldier to uncover more about this. So right now, let's dive into this!

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Disclaimer: Same as before.

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Chapter 12: Secrets Of The Past - Part 1!

It was a bright sunny morning in Queens, New York, and Peter Parker was waking up from a wonderful dream he had. A few days passed when he, in his Spider-Man costume and Black Widow saved the X-Men from Arcade, before he could exact his revenge. Peter was dressed in a white t-shirt and blue boxer shorts. He rubbed the sand out of his eyes as he walked down the stairs into the dining room where he see's Natasha dressed in a silky black robe that exposed her big cleavage.

"Good morning, Pete." Natasha said, as she went up and kissed Peter on the lips.

"Good morning, Nat." he said back to his girlfriend. He began to smell something. On the table were a stack of pancakes, bacon, scrambled eggs and some syrup was poured on as well. On the side was a couple of glasses of orange juice. "Food smells good." He sat down next to Natasha and began to cut his pancakes. Natasha did the same for her's.

"Did you sleep good last night?"

"By spooning with you?" Peter asked, raising his eyebrow. "Yeah, it feels a lot better than all the slaps to face you've given me." he pointed out.

Natasha had a light smile on her face. "I know, but it was for your own good." she admitted to why she slapped Peter in the face most of the time. "You're a lot younger than me. So in the relationship we're in, we have to keep each other grounded, otherwise we'll both be a pair of immature, irresponsible superheroes."

Peter looked somewhat defeated, but had to agree with what Natasha just told him. "I know. It happens sometimes." he said, solemnly. "That's why I've been learning to be a better superhero when bad things happen or when I make mistakes." he pointed out. "Things like that don't happen over night." he took a bite of his scrambled eggs along with his bacon.

"Yes, I know what you mean." Natasha said. She took the time to finish her glass of orange juice, she felt some sort of rumbling sound erupting from her stomach and she lets out a loud burp. Natasha gasped and covered her mouth. "Bozhe moi! Excuse me." she giggled.

"Your excused." Peter joked.

Peter and Natasha laughed together. "Why must you be so funny, Peter?" Natasha said, as she laughed.

"Hey, I can't help myself, babe!" Peter replied, while he snickered. But then, Peter began to have a sad look on his face and a tear was going down his face.

Natasha felt a little concerned and rubbed his back comfortingly. "Pete, what's wrong? Why are you so sad?" asked Natasha.

Peter looked at the calendar and finally decided to spill his guts. "Well, today's the anniversary of the day my parents died in that plane crash." he said. "I haven't seen them since I was 8 years old." he felt like he was going to have a break down, but Natasha pulled Peter closer to her giant boobs and let him cry on them a little bit.

"I'm so sorry to hear that." Natasha said soothingly as she gently stroked his head.

"Thanks babe, it's not easy growing up without them around." he said, feeling miserable about it while he began to relax. "Especially after being raised by the only two important people in my life." Peter's sorrow began to grow as his guilt left over from those hardships he went through came out. "I just wish that I'd have more time with mom and dad."

"I know, but I'm pretty sure that they're proud of you for what you've done so far." said Natasha as she kissed Peter on the forehead. "I lost my family in the past too like I told you before."

Peter remembered what Natasha said about her past as well. "Yeah, you were an orphan and I got my Aunt who is the only family I have left." he agreed. "But I wanted to know the truth about my parents because there's gotta be more to what they've been doing than what they were mixed up in."

Natasha kept on holding him as he continued to let his sadness out on her soft breasts. "I'm sure there is, but it might be a while before you find that out, sweetie. But until then, me and your friends will be there for you no matter what." Natasha said as Peter kissed her cleavage. She giggled as she felt his lips against her chest, then Peter and Natasha took the last several bites out out of their food and drank the last of their milk and orange juice. Peter then put both of their plates and glasses into the sink to be washed. Just then, the doorbell rang.

"I wonder who that could be?" Peter said, as he walked over to the door. He opened it up and who he saw was familiar. "Oh hey Mary Jane. What brings you here?" he asked as he saw Mary Jane Watson at his front door.

"Hey Peter. I was just coming by to check up on you because there's something I wanted to tell you." MJ said as she saw the busty redhead in the kitchen as she walked into Peter's humble abode. "And you got an attractive girlfriend who's dressed in a silky black robe." she noted as she saw how lovely she was.

"Hi Mary Jane." Nat greeted.

"Hey Natasha Romanoff, alias Black Widow." Mary Jane greeted back but this time she knew who she was.

In his thoughts, Peter said, "WHAT THE!? Oh man this blows! How did she find out?!"

This had both Peter and Natasha shook up. "What? How did you know?!" Natasha asked, feeling stunned.

Mary Jane chuckled a little bit before letting out a big laugh as Peter made several different faces in a goofy fashion and then Peter wanted an explanation. "Seriously Mary Jane. What's going on here?!" he demanded.

"Sorry about that Peter." Mary Jane apologized to the boy. "It's just that I knew all along that you were dating the Black Widow of the Avengers."

"What?" Peter asked feeling shocked again. "How did you know?!"

"That's what I wanted to know." Natasha and Peter looked at each other.

Mary Jane decided to come out with the truth. "Well, let's just say that I've been hanging out with some friends who saw you two get lovey dovey after you two got your web-fluid formula back from Hammerhead, Tombstone and the Enforcers." she pointed at Peter. "You two must really love each other."

The two had a dumbfounded look on both of their faces. "Which kind of friends?" asked Peter.

"Iceman, Firestar and Scarlet Spider."

Peter and Natasha were shocked again to hear that their icy and firey friends spilled the beans to Mary Jane behind their backs and Scarlet Spider too. "What? Are you serious!?" Peter bellowed.

"Yeah, dead serious." MJ admitted. "We were enjoying ourselves watching all the action despite Bobby being jealous and all." she said, when she knew how jealous Iceman was her and Firestar calmed him down that day when Spidey and Widow did not notice her in the background. "Now admit it Tiger. Is it true that you love her?"

Peter let out a sigh and decided to come out with it. MJ needed to hear it eventually. "Yes, it's true MJ. I do have the hots for her." Peter said. "We did fall in love because there was a spark between us that ignited after we took Deadpool down." he openly admitted. "I couldn't help the way I feel about her. We just became soulmates out of the blue."

Natasha seconded the emotion when she stood up and grabbed Peter's arm, pulling him to her breasts. "It's true. All of it." she said. "Besides, I find him to be very handsome." she flirted with him a little bit as she kissed him on the cheek.

"Now Natasha. No need to be flirting with me in front of Mary Jane." Peter felt a little embarrassed, but Mary Jane giggled anyway.

"It's cool, Peter. I got no problem with that." she said reassuring her childhood friend, which made Peter raise an eyebrow.

"Are you sure about that, MJ? I mean I didn't want you to feel jealous."

"Nah, I'm not jealous of your relationship with her." MJ told the two of them. "Although I am at least a little bit jealous that I got no boyfriend. And I'm also jealous of the fact that she's got bigger boobs than me." she cupped her chest in front of them, making Peter blush a little bit.

Natasha went over to Mary Jane and put her hand on MJ's shoulder and reassured her by saying "Don't be jealous Mary Jane. I'm sure your breasts will get bigger someday." to comfort her. "And as far as finding someone to date, it's best that you wait until the right person comes in your life when you least expect it."

Mary Jane felt a little moved by what the Russian redheaded super spy told her. "Gee...Thanks Nat. That helped a lot." she agreed to that advice. "Oh and by the way you two..."

"Uh, yeah?" Peter wondered.

"Face it tiger and tigress, you just hit the jackpot." Mary Jane said, earning a silly look from Peter and a raised eyebrow with a smirk from Natasha.

* * *

Elsewhere, we see an aircraft heading towards a building in the middle of nowhere. The aircraft was piloted by Scorpio, he and his group, The Zodiac were flying around, causing mayhem wherever they went. Just then, they were getting a message from Mysterio and Carnage.

 _"Scorpio, Zodiac, report."_ Mysterio said over the communicator. _"Have you arrived at the facility yet?"_

"We're on our way there, Mysterio." Scorpio said back to him.

Taurus then went to ask something. "One quick question, what exactly are we looking for?"

Carnage responded, _"You are to find a file on a genetics scientist named Richard Parker and the file also contains information on his wife, Mary Parker."_ he said, showing them a picture of the couple in question. Mary had short reddish brown hair and Richard had a white lab coat on along with a set of goggles over his eyes and short brown hair with blue eyes.

"That's them, eh?" asked Virgo.

 _"Indeed so, Virgo."_ said Mysterio.

Pisces then took the time to speak. "Why is it that we're retrieving this file again?" she asked.

Just then, a mysterious figure in all black appeared on the screen. _"Because, that file could be a clue I might need to find a way to end Richard Parker's legacy once and for all!"_

The Zodiac did not know who it was that they were talking to at all. _"Oh, he's our newest partner."_ Mysterio stated.

 _"He prefers to remain anonymous."_ Carnage added.

Zodiac were unaware of this new partner's existence. "We have never seen you before in our lives." said Cancer.

"Whatever, as long as later on, that Spider-Man comes to take the bait." Sagittarius added.

"Yeah, about time I got payback for the last time he humiliated me when I tried to take over the S.H.I.E.L.D. Helicarrier from my goody two-shoes brother, Nick Fury!" Scorpio said, with bitterness in his eyes. "And the time he took Amanda and Walter Cage from my employ!"

 _"Rest assured, Scorpio."_ the mystery man said, as he spoke to them. _"That Spider-Man is sure to be ensnared by the trap!"_

Little did they know, they were being followed by someone who remained undetected by them on board a hoverbike that looked like something out of Star Trek. "Oh no, that does not sound good at all." the someone said in a female voice. "I'd better inform Pete and Nat."

Scorpio also had something he wanted to asked. "But could you explain what this file has to do with this bunch of white coats we caught?" he wondered as he pointed his thumb over to a handful of people in white lab coats that were tied up and gagged.

 _"They worked in Richard's old lab before he disappeared."_ the mystery man responded to the Zodiac leader. _"I needed them captured to get information as to where he is, so I can kill him myself and them with him."_ he said with venom in his tone. _"And if that doesn't work, I'll use them as bargaining chips should the need rise."_

The Zodiac all looked at each other and agreed in unison with what the mystery man said. "Ah, now I get ya." Aquarius said.

"Very well." Scorpio confirmed just as the building holding the file appeared on his radar. "We're closing in on the file's location ASAP."

 _"Excellent!"_ Mysterio said. _"Godspeed to you all. Mysterio and Carnage out."_ he signed out as did the mystery man who they have not met before.

Scorpio fired the laser of his ship at a building that was used by S.H.I.E.L.D. and NASA, this was the newly rebuilt Joint Dark Energy Mission and Research facility. Nick Fury was not there, neither was Erik Selvig, Thor's friend from New Mexico, however a S.H.I.E.L.D. agent ducked and reported it over his radio. "EMERGENCY! HOSTILE AIRCRAFT IS ATTACKING!" he shouted.

The aircraft landed and Zodiac all charged out of the platform and stormed the place as the mystery woman lander her hoverbike to the ground. "Damn, they got here first!" she cursed herself for getting there too late.

"Zodiac...CHARGE!" Scorpio shouted as Taurus and Virgo attacked a squad of S.H.I.E.L.D. Agents. "Leave no one standing!"

"Yes, Scorpio!" the lot of them said in unison as they continued their assault.

One of the S.H.I.E.L.D. Agents made another contact. "If anyone can hear this message, Scorpio and the Zodiac are attacking our base! Send help right now!" he said frantically.

"Don't worry, I'm calling for my friends." Mockingbird said to the S.H.I.E.L.D. Agent as she approached him.

"Oh, thank you Barbara." the agent said, while feeling relieved as Mockingbird contacted for help.

* * *

Back at the Parker Residence, Peter, MJ and Natasha all had a laugh off about the times they went up against all their opponents. Peter blabbed about how he used his Maximum Spider against all those HYDRA goons, but then, a beeping sound came from the coffee table came out.

Peter walked over to the coffee table and saw a light blinking, "My Spider-Watch is beeping." he said. "I wonder what's going on today!"

Natasha went over there too, as did Mary Jane. "Sounds like an emergency to me."

Peter pressed the button on the side and it showed Mockingbird trying to contact them. _"Hey, Peter and Nat. This is Mockingbird."_

Peter and Natasha were surprised to get a call from Natasha's old friend. "Good morning Bobbi, what's going on?" asked Nat.

 _"You won't believe this!"_ Mockingbird gave them a look at what was going on where she was at. _"Scorpio and his Zodiac have penetrated the newly built Joint Dark Energy Mission and Research Facility in an attempt to steal from the archives here!"_ this was a stunner for the three as the did not fully know why Scorpio and his crew were trying to get into the archives. _"The file they're after is on a geneticist named Richard Parker who worked for the C.I.A. and his wife Mary Parker, who was the best agent the C.I.A. ever had."_

Mockingbird's explanation shocked Peter to his very core as he heard the names before. "What? I don't believe it!" Peter said.

"Pete, what is it?" asked Natasha.

Peter turned around and faced the two redheads. "Those are the names of my parents!"

Natasha and MJ were shocked to hear that coming from Peter's mouth. "Oh no." they said in unison.

"Mockingbird, I...I didn't know about what my parents did for a living until now." It was true, Peter had no idea that his parents were actually members of the C.I.A., because he was dropped off with his Aunt May and Uncle Ben.

 _"I know that, Pete."_ replied Mockingbird as she understood how Peter was feeling right now. He felt like his whole world was being turned upside down. _"I get that you're devastating and all but we really gotta get to that file before Scorpio and the Zodiac snatch it from under our noses."_ she refocused Peter's attention. _"That file might have more clues to what your parents were working on."_

Peter rubbed the tears from his eyes and regathered his focus. "I hope you're right, Mockingbird." Peter said. "That file is extremely important and we have to go get it before the Zodiac does and keep it safe before things go wrong." he added. "We're on our way right now."

 _"Roger that! I'm coming too."_ Mockingbird agreed to go along with them both, seeing as Widow and Mockingbird were the best of friends.

Peter and Mockingbird signed off on their ends of the comm-link and Peter turned his head over to Natasha. "C'mon Nat. Let's suit up!"

"Way ahead of you, hun." Natasha agreed to what her boyfriend just said.

"Hey, guys, mind if I tag along?" Mary Jane asked. "I figured you guys could use an extra hand on this one."

Peter and Natasha thought about Mary Jane's request carefully. At first Peter did not like the idea of putting MJ in danger like that again, since she interviewed him when she tried to sign up for the Daily Bugle, before she became Spider-Woman, but Natasha thought it might be a good way to get her feet wet out in the field. "Sure, why not." Peter said, agreeing to the idea.

"Okay, let's go!" Natasha said as the three of them raced upstairs to get into their gear to go after Zodiac and stop them from getting the file in question.

Peter got the leggings of his costume on first, then the boots, top and gloves and went over to Nat. In her thoughts, Mary Jane said, "Yep, they totally make a wonderful couple. Although I haven't told them a secret about my Symbiote." she watched the two get into their outfits while her eyes went red and her Symbiote formed around her forming her Spider-Woman outfit. She also saw how romantic they were getting as they suiting up with Peter zipping up Natasha's costume until he leaves her breasts unzipped for her massive cleavage to show. He then started to put his hands down her cleavage, making her giggle a little bit. MJ got up and walked over to Natasha to ask her something while her face was a little bit red. "Excuse me, Black Widow. Before we go on this mission, can I touch your boobs so I can feel how soft they really are?"

Peter overheard this as Natasha had a dumbfounded look on her face, that comment came out of nowhere and made Natasha blush. "What? At a time like this?" Peter asked as he turned his head.

Natasha took a little while to answer but she went along with it. "Okay, but let's make...m-make. It. Quick." Widow moaned sexually as Mary Jane felt her gigantic boobs and started sucking on her erect nipples making her moan even more. She felt like she was enjoying it just like the times Peter felt her smooth skin when they went to bed every night.

Peter felt his member getting stiff below and felt a little disgruntled by it. "What are you two doing? Stop it right now before you make me have a fan...ta...sy." Peter then began to fantasize about himself on the beach with both Mary Jane and Black Widow in bikinis making love to him as he rubbed their breasts all at once and smacked their booty's.

The girls stopped their sexual touch and turned their attention to the boy who was lost in his fantasy and his nose started dripping blood. "Ah, Peter are you alright?" asked Natasha. "Come on, snap out of it, we got work to do!" she snapped her fingers in front of him.

"Yeah, tiger!" Mary Jane added. "Let's get a move on!"

Peter chuckled a little bit. "Sorry about that girls." he apologized. "I got lost in my own little world while you two were...oh, never mind." he felt like he'd rather not embarrass himself.

MJ and Natasha laughed at his expense. But then they stopped and Mary Jane opened the door. "All right. I'll wait outside." she said as she let the two be alone.

"Okay." Peter said, as his childhood friend shut the door.

Natasha turned her head over to Peter. "Pete, did you notice that the boys aren't the only ones that your friend Mary Jane is attracted to?" she asked.

Peter had that dumbfounded look he had before. "What are you saying Nat?" he asked back to her. "You're not indicating that MJ is what you're claiming she is, are you?" he wondered if Natasha was thinking MJ was thinking about going lesbian on her.

"Not yet." Natasha responded to him. "I brought it up because she seemed to enjoy touching my boobs and she was touching my body in a very kinky way too." she denoted, making Peter stiff under his pants again. "It's almost as if she were feeling horny or something."

Peter had no idea about this before today. "Wait, are you saying that she's...nah!" he thought about what Natasha might be thinking, but dismissed it quickly. "Let's go! Time's a-waistin'." he declared as he rushed out the door. Little did they know, a little bit of MJ's symbiote was inside Natasha's cleavage as it squirmed all the way down to her belly.

"Okay." Natasha agreed and followed him out the door while they were joined by Spider-Woman as they rushed to the garage and got into Black Widow's car. Spider-MJ was excited to be riding in such a wonderful car. Widow then started the vehichle, "Karen, set a course for the archives room at the Joint Dark Energy Mission and Research facility!" she said.

 _"Setting course now, Natasha."_ said a feminine voice from the car.

Mary Jane did not understand what was going on. "Karen, is that the name of the car?" she asked Spider-Man.

"No way." Spidey replied. "Karen is the new A.I. given to us by Iron Man after we sent Mesmero away."

MJ was surprised by this, "Oh that is so cool!" she said.

Karen, the new A.I. routed a course for them to follow to the archives room. _"Here are the coordinates of the location you seek."_ she said.

"Beautiful, now let's fly!" Widow said, as the car ran out of the garage and into the sky.

Little did they know, the same guy in the ninja outfit who had been spying on the two spiders when they were spending the night at Avengers Tower was following them on a motorcycle. "I've waited long enough, Natasha. I'm taking you back once and for all." he said, as he activated a stealth mode on his bike and followed them even further.

* * *

Meanwhile, at the loft, Kaine Parker, alias the Scarlet Spider was standing face to face with James Buchanan 'Bucky' Barnes, the Winter Soldier who had vital information for him about his brother and his girlfriend that would change their lives forever.

"Okay, Bucky. Please tell me, what is it about the past about me, my younger brother, Peter and Natasha Romanoff coming back to haunt me?" he asked feeling intrigued by what Winter Soldier said to him when he arrived.

Winter Soldier was a little hesitant to answer but did so anyway. "It'a about your long absent father who was presumed dead. He's still alive, but he's on the run from HYDRA and Zodiac." said Bucky.

Kaine had a blank stare on his face. "I'm sure as all hell not surprised one bit." responded the older Parker boy to the cybernetic soldier. "Because I knew that my dad was alive all along." he continued. "I have my resources." he said to him without revealing who informed him beforehand.

This surprised Winter Soldier a little bit, for he did not know the resources that Kaine had until now. "But did your resources tell you that he's being hunted by someone who goes by the name of Eddie Brock?" he asked if he new about someone by that name. "He was the original Venom. The guy named Flash Thompson is the one who wears a copy of the original Symbiote, which is not like the real deal."

Kaine said, "No, I didn't know that. Not until now." as he felt a little disgruntled about hearing the news. "Dad was so close to a major scientific breakthrough which happened to be a cure for cancer." he got up out of his chair and went over to a drawer to pull out some kind of notebook with the initials 'R.P.' on them. "I still have some of his notes right here in this book. But, when I began to read them, none of them were finished."

Bucky began looking over the notes as he memorized them bit by bit by bit. _'Hmm, very compelling.'_ he thought before he turned his attention back to the red arachnid. "What if I told you that I can find some kind of way to track your old man down so we can find him?" he asked.

Kaine was compelled by how he put it and thought, 'It could be risky, leaving the info in the hands of someone who's been brainwashed by HYDRA before.' but said, "It'll be all worth it." as he shook the hand of Captain America's former sidekick.

Just then, Katie Rogers walked in dressed in a blue tank-top and yoga pants, with a towel over her hair as she just got out of the training room showers. "Hey, Kaine!" she greeted the young man who blinked hesitantly in a dumbfounded manner. "Sorry for interrupting."

"It's alright with me, Katie." Kaine said back to her. "What's up?"

"I got some bad news." Katie told the older Parker boy. "Zodiac has gotten their hands on a group of geneticists that worked in Richard Parker's old laboratory." she said in a frantic manner.

Kaine was worried for those very people, he knew they were the people that Dr. Parker worked with in the past. He got along well with all of them, but was concerned for their lives. "Are you sure?" he asked feeling worried..

"Positive." she confirmed but then turned her head back to the man sitting in the chair. "And who the heck is this guest of your's by the way? He looks awfully familiar to me."

Bucky was a little perplexed by this also. "Um...do I know you young lady?" he said, looking deeply into her eyes.

That's when the light bulb in Katie's head went on and recognized who it was. "Hey, I remember you now!" she said, feeling a spark of memory flash in her head. "You're the Winter Soldier who happens to be...Uncle Bucky!" she gave the man a hug while he was still a little bewildered.

Bucky looked at Kaine who was also baffled by this. "Well...That's new."

"I-I-I don't get it." Bucky said, after Katie released the man. "Are we related or something? I don't remember you being my niece."

"But I do, now." Katie told him. "Dad told me everything about you since I was thawed out from being frozen in ice recently."

Bucky then tried to piece it all together, and then it donned on him. "Wait. Excuse me, uh Katie, I know we just met but is your last name Rogers?" he asked wanting to know.

"Yeah, and Captain America is my father."

Bucky had a shocked look on his face as he heard who the girl was. "What?!" he said, feeling surprised. "I don't believe it!"

"I know right?" Katie said. "It get's confusing at first but it might be a while to process this."

Kaine agreed with what the girl said to her 'Uncle' "Yeah, that's true, but right now, we gotta focus on the task at hand." he said. "We gotta find Scorpio's hideout, interrogate him and Taurus and get them to tell us about my dad's whereabouts."

"Yeah, that's a good idea." Bucky said, agreeing with what the older Parker boy said.

"I'll help you too." Katie said.

"Okay, then let's head over to my computer." Kaine soon went over the computer he had in his room and began to type up any information he could find on Eddie Brock and the location of Zodiac's base.

* * *

The three Spiders zoomed over to Joint Dark, the sight of it was breathtaking and wonderful at the same time, except for the wrecked parts of the place.

"So, that's the place Mockingbird was talking about?" Spidey asked.

"Yeah, that's about it." Widow responded.

Spider-Woman felt a little bit of pain in her and her Symbiote reacted badly to the sound of an alarm that was blaring. "Damn, that alarm is loud." she said, wincing in pain a little bit, before she used her tentacle to whack the alarm to the off position. And the lot of them got a good look at what happened. "Looks like Scorpio and his Zodiac didn't waste time making their presence felt."

"Well, neither are we. C'mon!" Spider-Man said, pounding his fist into his palm and he and the ladies bolted into the building and saw the blonde woman in the navy blue and white outfit using her batons to knock a few Zodiac henchmen down to the ground. Spidey used a few web bullets on them, Widow did a baseball slide to knock a few down as well. Spider-Woman used her Symbiote tendril to catch one and slam them down like a basketball. After the short fight, they all got the rundown from the blonde spy. "Mockingbird, we're here! What the hell is going on here?" Spidey asked.

"We're too late." Mockingbird said, feeling defeated. "Scorpio and Zodiac have already penetrated the archives room."

"You're not kidding." Spidey said as he looked around. "This place is a pigsty." just then, his Spider-Sense began to tingle. "The file! We gotta get to it! C'mon!" he said, as he started running to the archives room.

"I hope we're not too late." Mockingbird said as her, Widow and Spider-Woman all followed Spidey to the very room. The searched the room but there was no trace of Scorpio or any of his fellow Zodiac leaders. Chairs were smashed and piled up in a corner, the table was half-chewed, most likely by Taurus. Spider-Woman got a few S.H.I.E.L.D. guards to the medical bay with her Symbiote. Spidey and Widow did the same before joining Mockingbird at the filing cabinet. "Oh shit! The file's gone!" she said.

Spider-Man looked at some of the files in the cabinet and noticed that some of them were marked with a question mark and some were marked 'Cold Case'. "Uh...Bobbi, I wonder. Does the file have a question mark on it?" he asked the woman.

"Yeah, it means it's classified." Mockingbird told him.

After the guards were in the med-bay, Spider-Woman went over Mockingbird, "Guess they went through a lot of trouble to make sure that the file wouldn't see the light of day, but thanks to Scorpio and Zodiac all of that was for nothing." she said, being blunt.

Just then, Natasha's Spider-Sense tingled and she saw something occur behind her. "Everyone, turn around!" she ordered as the lot of them saw what she saw. A couple of Zodiac minions were running while snickering holding some kind of folder.

"Libra and Gemini!" Mockingbird recognized the two who were making off with the goods. "They got the file!"

"I take it they're with Scorpio and Zodiac?"

"Yeah, they are with him Spider-Woman." Bobbi said to the young lady. "They're getting away with the file!"

"C'mon! We gotta stop them!" Spider-Man said, as they all rushed after the villains.

 **(A/N: Like I mentioned before, I'm using the versions of Zodiac from Avengers: United They Stand but the version of Scorpio I'm using is from Ultimate Spider-Man. And the version of Gemini is Joshua Link, but without the second head.)**

When Gemini and Libra made it to the central hallway, they had hoped that Scorpio or one of their allies would be waiting for them, but instead they were all alone. "We gotta hurry up with the file!" Gemini said. "The boss is waiting for us to deliver it to him!" he said again. Gemini was a villain clad in dark blue armor while Libra was a villain dressed in an outfit that looked like a samurai but it was black, purple and gold and had her hair in a ponytail.

"Heh, piece of cake!" Libra said, feeling like it was no problem. "At least we got to the file before Spider-Man could, otherwise we'd be dead meat right now!" she added as they bolt out into the central courtyard.

"Yeah, you're not kidding, Libra." Gemini said. "Looks like lady luck is on our side today!" he chuckled and clucked.

Spider-Man used his webbing to zip up to them, turn them around and kick them in the gut. "Nah, luck is for losers!" Spidey said, taunting the villains. "And believe me, I've been there before I got into this superhero gig." It is then that the girls joined him in the standoff.

"Spider-Man!" Libra shouted. "With Black Widow, Mockingbird and...uh, Spider-Girl?"

Mary Jane made a buzzer noise as she whipped Libra with her Symbiote whip. "Wrong guess, dweebs. I'm Spider-Woman!" she said, retracting the whip.

Gemini raised his eyebrow. "Spider-Woman?" he wondered. "What are you? His girlfriend?" he taunted.

"Nope." Spider-Woman said. "That belongs to her." she pointed at Widow.

"Thank you, Spider-Woman." Widow said.

The two villains got a look at how big Widow's chest was. "What the fuck happened to her?" Libra wondered.

"Yeah, how did her knockers get bigger all of a sudden?" Gemini asked. Widow dismissed that comment and Libra Gibb-Slapped Gemini on the back of the head.

"That'll be our little secret." Spidey said, before her got ready to fight. "Now you got two options! Option A: Give up the file, tell us who sent Scorpio and you won't get hurt. Or option B: You get a major beat down, turn you dweebs in, lock you up and throw away the key. That way, you'll be able to masturbate about these girls because you'll never get to have them and their goods." he insulted the villains.

"That's telling 'em, tiger." Spider-Woman said, as she and Spidey high-fived.

The two villains looked at each other and then looked at them to say, "How about option C for go fuck yourselves instead?" taunted Libra.

"Yeah, we're getting nowhere without this!" Gemini added, as he showed the file.

"Seiz the villains who got a nosebleed staring at my Russian redheaded girlfriend and her beautiful breasts." Spidey countered.

"Thanks for the compliment, Spidey." Widow said.

Libra and Gemini looked at their noses and saw blood coming out of their nostrils. "What? Hey!" the shouted and complained in unison. "Aw, crap!"

"Anyway, it's your funeral!" Spidey said. "Go girls!" he called.

"This is gonna be fun!" Mockingbird said, and Spider-Woman and Black Widow were in full agreement with her. The lot of them charged at the villains as Spider-Man did a flying forearm to Gemini, causing him to stumble allowing Spider-Woman to trip him with her tentacle. Widow and Mockingbird both did a double-team move on Libra, causing her to stumble while she still held the file. Spidey was about to use the Maximum Spider move, but he and the ladies were ambushed from behind as someone dropped a smoke bomb into the vicinity.

Ah, what the hell?!" Spidey said, as he noticed that something ricocheted and hit him while it got the girls from behind, knocking them to the ground as the smoke scattered slowly. "Who did that?" Spidey wondered as he got up.

"Someone took us down from behind without us noticing!" MJ said.

Mockingbird looked around and saw what looked like a ninja, standing at attention with his arms folded on the statue in front of them. "Damn! Looks like Libra and Gemini aren't alone on this case!" she said.

The ninja jumped down and walked over to Spidey, "Okay who are you and..." he stepped on Spider-Man's hand. "Ow, that really hurts!"

The ninja looked down at him and said, "Who am I, you ask? Well, I am known as The Ronin!" he introduced himself, before he went over to Black Widow, who felt her Spider Sense tingling.

"Oh God." she gasped, as the Ronin kept on walking to her position.

"Black Widow!" Spidey cried out in fright!

Ronin grabbed Widow and threw her on his shoulder. "I have her now Spider-Man. And she's coming back with me." he said to the web-head, while he did not know what he meant.

Spidey shook his fist in anger by the way Ronin grabbed her against her will. "Let her go you bastard!" he demanded violently. "It's me that you want!" he ran at Ronin again with rage pumping in his head, only he got kicked in the chest by Ronin and was sent flying to the ground floor. "Ow, that really, really, really hurts!" he winced in pain as he saw that Widow soon fell unconscious.

Libra and Gemini got up to their feet. "Good timing Ronin." Libra said. "C'mon let's get out of here!"

"You don't have to tell me twice!" Gemini agreed to that as they got the file, "Ronin, you comin' or what?"

"I'll be with you in a moment!" Ronin told them before grabbing Spider-Man by the collar of his costume. "You stay away from my Natasha, Spider-Man or I will kill you!" he hissed. "This is your first and last warning!" he took off as fast as he could while Spidey was still wincing in pain.

Spidey watched in horror as Scorpio's vehicle came around and Ronin mounted his bike and rode into the ship, as Libra and Gemini ran to get on board. "No! Black Widow! Black Widow!" he cried out in horror again. He shot his web-line at them, but was unable to get Black Widow, and got the file instead as the ship left into the sky. "Shit! I got the file back, but they still have Black Widow!" he cursed himself for being too slow to save her.

Seeing the webbed-hero in despair, Mockingbird went over to him and put her hand on his shoulder. "Don't worry, web-head." she said, soothingly. "We'll get her back, no matter what it takes."

Spidey wasn't moved for a little bit, "I hope you're right, because I can't live with myself if anything happens to her." he felt like he was going to cry. Bobbi knew how much Natasha meant to Peter, and would do anything to help them out.

* * *

Aboard the Zodiac vessel, Ronin parked his bike in the hangar and threw the unconscious Black Widow into a cell.

Just then, a communication line came in and it was Red Skull. "Scorpio, report! Do you have zhe file?" he wondered.

"No, unfortunately." Scorpio. "Libra and Gemini's bungling caused them to lose it when Spider-Man grabbed the file from under our noses."

"But, we did manage to get Black Widow away from him." Ronin added. "And we're on our way to the base right now."

Red Skull was disappointed that they didn't get the file, but was pleased in them getting Romanoff instead. "Hmm, zhis may be even better." Skull said.

"I concur with you on that one, Red Skull." the mystery man who had remained shadowed appeared on the screen. "She might be useful as a bargaining chip. Do you agree, Ronin?" he asked the ninja.

"I partly agree with it." Ronin agreed. "And hopefully, she'll want to be by my side again."

"Ah, yes, I did her you mention zhat you und her used to be a couple." Red Skull said.

"Too true." Ronin added. "Now, where the hell are Taurus and Aquarius?"

"Last I saw them, they were causing a ruckus in France." Libra said.

Scorpio deadpanned at this, "Well, tell them we need them at base, and pronto!" he ordered.

"At once, sir!" Libra said, as he bolted to the comm-link.

"And if we run into my goody-goody brother, Nick, I'll be ready." Scorpio narrowed his eyes as the ship headed for Zodiac's base.

* * *

Spider-Man was still at Joint Dark, looking over the file on his parents. As he looked through it, he saw photographs and letters from his Uncle Ben, Aunt May and even one from his grandfather, William Fitzpatrick. 'It's nice to know that my folks got recognition from Grandpa.' he thought as a tear started falling down his face. But he wiped it away and started pacing the floor back and forth, the situation of Black Widow being captured by the mysterious Ronin was seriously driving him up the wall, and down it too.

Just then, the computer in the main hold of Joint Dark bleeped and an image of Vision was visible. _"Spider-Man, this is Vision."_ he said. "Do you read me?

"I read you loud and clear Vision." Spider-Man responded to the Synthezoid on the monitor. "And I'm not physically hurt by the way." he added in a rough way.

 _"But I can sense that something is the matter with you."_ Vision said, denoting that he was able to scan Spider-Man's face and detect something off with his metabolic rate. "What is so bothersome to you my young friend?" he asked. _"You seem to be very angry."_

"Of course I'm angry, Vision!" Spider-Man shouted as he took his mask off. "I'm pissed that I let Gemini, Libra and a Ninja-like villain named Ronin kidnap Black Widow!" he felt guilt overriding his mind and slammed his fists on the table.

Vision and Spider-Woman were both surprised by his anger. _"You cannot blame yourself for that."_ Vision said. _"I assure you that..."_

"Assure nothing!" Peter shot at the Synthezoid. "I let this happen so I'm gonna find her and bring her back!" he shut the transmission off and stormed out of the room and into the hallway as Spider-Woman followed him.

"Peter, listen to me." she begged. "This could be a trap. I don't think..."

"Shut up, MJ!" he barked at the teenage redhead. "I'm not in the mood for a damn lecture!" he hissed. "I'm gonna find her, go after the chumps who took her and take them out and I don't give a damn about what Fury or anyone else has to say or do about it!"

Little did the two of them know, Scarlet Spider was there, listening in on the argument. And what he saw shocked him to the very core of his mind. _'Zodiac kidnapped Black Widow and had this Ronin guy take her. Fuck!'_ he thought.

Mary Jane did not like Peter's tone towards her. "Pete, I'm serious about this!" she said. "They're setting a trap for us if we go there unprepared and you're in a wrong state of mind!" she argued with him.

Peter did not listen, "DON'T SAY THAT MARY JANE!" he yelled. "I let this happen so I'm saving Natasha Romanoff regardless of what Fury's ordered to do or not to do!" he said. "And if you get in my way, I'll go through you too if I have to!" he barked.

MJ sighed in anger at what Peter said to her. "It pains me to do this to you Tiger, but you leave me no choice!" she clenched her fist and swung her open hand at one side of his face and her closed hand was pulled back as she hit Peter right in the jaw, really hard.

It hit him so hard, he fell to the ground with a bloody mouth. "Ow! Shit! What the hell is wrong with you Mary Jane?!" he demanded.

Mary Jane grabbed Peter by the collar of his costume with both hands and pulled him closer to her face and had an angry stare in her eyes. "You're being so hotheaded and stupid!" she replied, ferociously.

"Don't say tha..." he tried to fight back what she was saying to him, only to earn himself another slap in the face.

"I said it and I mean it, Peter!" Mary Jane shot back at him. "And if you think you can just say that to my face then you got another thing coming!" she threatened him. For the first time in Peter's life, his own childhood friend was threatening him, right to his face. "So, dammit, if you don't start listening to me, I'll never speak to you again!" she hissed as her teeth turned jagged.

 **(A/N: I originally did not want to write this argument scene, but after seeing a fight between my dad and step-mom, I felt the need to use this.)**

After hearing that argument, Scarlet had heard enough and jumped out of the spot he was hiding, shooting a webbing bullet at the both of them, luckily it missed them. **"ENOOOOOOOOOOOUUUUUUUUUGHHHHHHHHHH!"** he shouted as he broke the argument up.

"Scarlet Spider?!" Peter said, feeling shocked to see Scarlet there. "Where'd you come from?"

"I was hiding over there." Scarlet said, pointing his thumb to a wall he hid behind. He cleared his throat and got back to the point. "Now, if you two are done wasting your time fighting one another, then shut up and listen to what I have to say." he made that statement very clear. "I had a run-in with the Winter Soldier, and he and I cut a deal." he showed them what had transpired. "He and I know where the bastards who took Black Widow are hiding in." he then showed a map of the hideaway. "They're in Siberia."

Peter breathed a sigh of relief and calmed himself down. "Thank God. Please tell me that..." he was about to finish his sentance but Scarlet stopped him, after he let Mary Jane go and she walked away, with a little bit of tears flowing down her face, but wiped them away.

"I'm not sure yet." he responded. "All that I do know is that Zodiac took her to Siberia and are holding her in their hideout surrounded by HYDRA Soldiers." he then switched his watch off and explained, "The file on your parents they were after, they might have some kind of connection to your parents and why the truth about them was kept from you for such a long time."

Peter began trying to piece it all together, "If you're right about this, then I have to know." he begged and pleaded.

"That could be dangerous." Scarlet felt concerned for his long lost brother.

"That's why I need..." he felt tears coming down again. "I desperately need your help."

Scarlet began to ponder this, "Okay. Winter Soldier and I will do that." he agreed to it, reluctantly. "There's one last thing you need to know too. Have you heard of a man by the name of Eddie Brock?"

Peter thought about ever hearing of a man with that very name. "Um...No. Why do you ask?"

"Because he's back and he's connected to this as well."

Peter was shocked when Scarlet told him about how Brock could be connected to this. He laid his fist on the wall, "Then I'll get him to talk even if I have to cover him in lots of webbing."

"It's not that simple, Spider-Man." Scarlet said. "He's a dangerous man too."

"Tell me something I don't know." Peter scoffed. "Alright, we'll come with you and Winter Soldier. But I gotta tell Mary Jane something first. We'll catch up in a second."

"Okay." Scarlet said, as Peter raced to where Mary Jane went. _'Hmm, man. He sure is stubborn and too bold like Dad was.'_ he thought. 'Mom, Dad, if you could see him now.'

Mary Jane was sitting on a bed in one of the rooms that the people who work at Joint Dark use when they worked the night shift. She heard a knock at the door, it opened to reveal Peter without his mask. She shot him a dirty look, "Okay, Pete. What are you about to tell me?" she asked, calmly.

"Well, Mary Jane, don't ever slap me or punch me in the face again." he stated, still feeling sore from the fight they had. "The last thing I needed was losing a friend over some petty bullshit." he told her something he never thought he'd say. "That happened to me and Harry after he blamed me about his father. And truthfully, I don't want it on my conscience anymore. I will do better because Black Widow and Harry are both people I care about, but so are you."

Mary Jane thought carefully about what Peter just told her. She felt sorry for him after he lost his uncle and when he lost Gwen Stacy, but then a small smile formed on her lips. She then pulled him into a comforting hug and stroked his head as if she were his sister. "I'm sorry Peter, I never wanted to hit you the way I did." she apologized. "I was trying to get your head screwed back on straight. I was trying to help because I care about you even if we're not dating anymore."

Peter gazed deeply into the eyes and rubbed the back of his neck. "Yeah, I'm sorry." he apologized back to her for yelling at her and getting into that argument. "So, we're back on the same page?" he asked.

"100% tiger." MJ told him.

"Awesome. Now let's get a move on!" Peter put his mask back on, and MJ put her symbiotic mask back on and they bolted over to Scarlet Spider who was now in the driver's seat of Black Widow's car. The car went up into the air and zoomed away from Joint Dark to do what needed to be done.

* * *

As this was happening, we find ourselves in Mysterio's hideout where he, Carnage and Harvey were watching the footage of Zodiac and Ronin's fight with our heroes and were laughing at their expense.

Just then, Harvey, who Mysterio did not know was Agent Andrews of S.H.I.E.L.D., asked something to Mysterio, "So how has your daughter Francine doing these recent days, sir?" he asked.

Mysterio turned over to him and answered, "Oh, she's doing fine. Thank you for asking." he said, taking his helmet off to reveal that he had short jet black hair, pewter eyes. "Harvey, why don't you go relax? I'll summon you if I need something."

"Yes, sir. I will." 'Harvey' said, as he walked out the door and went into the break room all alone. "Now to send out a distress call." Agent Andrews said as he poured his coffee and turned his watch on to make the signal.

* * *

Scarlet Spider was happy that he got to drive Black Widow's car but he needed to head over to his loft to pick something up. Spider-Man and Spider-Woman

"Hey Scarlet, are you sure that stopping by your loft is a good idea?" asked Spider-Man not knowing of what else what was about to be revealed to him. "We should be heading to Siberia and rescue Black Widow from those Zodiac creeps. Even though she can escape from them with her skills as a spy and my shared spider powers due to the psychic bond between us."

Scarlet was a little surprised to hear that Spidey and Widow had that kind of bond now from Beast, but was okay with it nonetheless. "I know, but I want to show you something, Spider-Man. Something that is extremely important to this job." Scarlet said.

Spidey was a little dumbfounded as he raised his eyebrow. "Something that's connected to my parents and the secrets they kept from me?" he asked.

"Yeah." Scarlet said as he, Spidey and Spider-Woman went into the loft and they saw Winter Soldier standing their along with Katie. "Hey there, Bucky."

"Scarlet." Winter Soldier said back to the red spider powered hero. "Hello Spider-Man, Peter Parker. Bucky Barnes, the Winter Soldier." he extended his hand out to the boy in red and blue. "You've probably heard about me from Captain America."

"Yeah, he told me you were his partner during World War II." Spidey responded. "He thought you died during that time, but Natasha told me that HYDRA got their hands on you, did a number on your mind and made you into a living weapon."

"Yeah, but it didn't turn out so well." Bucky responded. "I can't believe Cap had a kid I didn't know anything about." he showed Katie to them.

"Oh I see you met Katie."

"Yeah." Bucky turned his head over to the young lady in the black and red Spider-suit. "Who are you?"

"Mary Jane Watson, Spidey's childhood friend." Mary Jane introduced herself the the man with the metal arm. "I'm also Spider-Woman."

"Nice to meet you, Mary Jane." Bucky said. "How did you get your powers?"

"Mine came from what Scarlet revealed to be a copy of the Symbiote that called itself Carnage." MJ revealed. "After I was separated from the Carnage Queen that was created by Michael Morbius the Living Vampire, Curt Connors discovered a piece of the Symbiote was still bonded to me, and I've been in control of it."

Bucky was surprised that a young woman like Mary Jane was capable of controlling a Symbiote. "I always thought that no one could control a Symbiote." he muttered to himself.

Scarlet grabbed the file Bucky gave him earlier, "Read this." he said giving Spidey the file

"But what is this?" Spider-Man asked.

"The unfinished notes your father made." Scarlet stated.

Spidey opened up the file and looked over the notes in the book. Most of the pages were filled with equations and numbers and so on. He noticed that they meant something. "These notes...they're all about a cure for cancer. A breakthrough that was never before known." he said, feeling stunned to find out what his dad had been working on.

"But why would he leave his notebook behind?" Mary Jane wondered.

"I don't know." Scarlet stated. "But he was trying to keep them from falling into the wrong hands since he was a top geneticist for the CIA."

"Yeah, and HYDRA must've captured him and kept him prisoner for years." Winter Soldier stated.

Spidey wondered if his mother was okay too. "But, what about my mom?" he asked.

"I don't know, Spider-Man." Scarlet told him. "All I do know is that...Wait a sec." he turned his head over to his computer. "I'm getting a message from an anonymous messenger." they all rushed to him and waited for him to read it.

"What's it say?" asked Spider-Woman.

He clicked the message and he began to read it. "The anonymous messenger says that Spider-Man's father is indeed alive. But he does not want to be found because someone is stalking him."

Spidey was shocked to hear that his dad was still alive, but a little ticked that he does not want to be found due to someone stalking him. 'No doubt Eddie Brock is the one who's stalking him.' he thought. "But what about my mom? Is she...dead?" he scrolled through it further and is saddened to hear that his mother died before the plane crash. The messenger also stated that Mary Parker's neck had been snapped by someone strong enough to do it. Reading this made Peter take off his Spider-Man mask and he started crying really hard. "I can't believe it. My mom is really dead."

Peter sniffed in sadness as he tried to fight back his tears, but Mary Jane embraced him. "Peter, I'm sorry." she said, doing her best to comfort him. "I know it's difficult to find out that your mom is dead but you need to be strong for her, Tiger." she said, stroking his head. "That's what she would want for you."

Peter felt moved by what his childhood friend said to him and she wiped his tears away. "You're right, MJ. I'll try." he said, regaining his focus.

 _'Me too, little bro. Me too.'_ Scarlet Spider thought. He then looked at what else was written. "Wait, there's more!" he said as he scrolled down with the mouse. "This anonymous messenger, whoever it is also says not to turn to Nick Fury for any sort of help because he cannot win this battle. Only Spider-Man and the Spiders can overcome this evil." he read.

MJ was a little surprised by this, she had never heard of this anonymous messenger before tonight, but knew what they were saying might be right or wrong. "But why?" MJ wondered. "Pete, don't you think that maybe Nick Fury might be covering the secret about your parents up from you?" she asked.

Peter had a shocked and angry look on his face, feeling that Fury hid something from him before he formed the Web-Warriors. "I honestly don't know MJ." he said feeling a sense of venomous intent rising in him. "But if he is, he has a lot to answer for." he hissed silently. "But right now, we need to find that Ronin guy, whoever he is, and the Zodiac, rescue Black Widow and stop them all at once." he said, pumping his fist with determination.

Winter Soldier put his hand on Spidey's shoulder. "You can count on me, Parker." he said to him. "It's the least I can do after all the horror I was forced to cause everyone around the world."

"Thanks, Bucky." Peter said to him.

Katie went over to them and let her hair all the way down in a wild way. "Then I'm going too." she said. "Because Zodiac worked out a deal with, not Red Skull, but somebody else." she informed them.

They all turned to her and Spidey felt a little uneasy about it as did Scarlet. "Are you sure about this, Katie?" Scarlet asked. "This could be dangerous."

"Hey, I've been frozen for a long time. If my dad can do it, so can I." she said, feeling a sort of desire flowing within herself as she felt the need to help them out with this job.

Spider-Man felt uneasy about the whole idea of Captain America's daughter wanting to help just like her old man, but since Cap was like a father figure to him, he went along with it. "Okay, suit up Katie!" he said.

"On it, Spider-Man!" she said, going into the changing room. She lifted her shirt up, exposing a sports bra she had on over her firm bosom, next she removed her jeans to liberate her tight rear end and she grabbed her black and red outfit, gloves, boots and lifted her mask over her face. By the time she got out she was ready to fight against HYDRA and Zodiac. She walked up to Spidey and said to him, "Even though I look like I'm around your age, I'm still older than you are."

That comment made Spidey launch a deadpan expression. "Very funny, Katie." he said sarcastically. "Good luck trying to get a drivers license." Spidey then heard a giggling in the background. "I heard that giggle MJ." he hissed.

Mary Jane kept on giggling, "Sorry about that, Pete. I couldn't help myself." she said making her childhood friend have a half smile on his face. "So can Widow's Car make it to Siberia?"

"I don't think so, MJ." Spidey said. "It may have to refuel right now. Curse the bad timing for it to run out of gas!" he said

The lot of them then heard the sound of jet engines on the roof. "That sounds like a jet." Katie said.

"It landed on the aircraft pad, better have a look." Scarlet said, and the lot of them rushed to the roof.

The heroes saw a S.H.I.E.L.D. aircraft, but it was not Nick Fury inside, it was someone else. It was Maria Hill and a woman with long blonde hair dressed in a white catsuit with the Roman numeral 13 on her belt buckle. "Hey guys!" Maria said. You look like you could use a lift!"

"Hey Maria! I'm surprised your here!" Spidey said, feeling glad it wasn't Nick Fury. "And is she one of Coulson's team of S.H.I.E.L.D.?" he said pointing at the blonde with Maria.

"Yes." Maria said.

"I'm Sharon Carter, the niece of Peggy Carter." she introduced herself to the young heroes and recognized the man with the metal arm. He knew that the woman was related to the British agent who allied herself with him and Captain America during the war.

"Oh, so you must be Captain America's girlfriend. Am I right?" Spidey wondered.

"Yeah, that's about right, hon." Sharon stated. She then went over to the brown haired young lady in the red and black. "You're Steve's daughter, Kaitlyn right?"

"You betcha, Sharon." Katie said shaking hands with the woman who her dad was dating. "And, do you mind if I call you Mom?"

Sharon blushed a little bit, feeling like she was a mother now. "Uh...Sure sweetie." Sharon said, as she embraced the girl but then refocused on the task at hand. "Mockingbird told us about what happened to Black Widow at the hands of Zodiac. And we thought about giving you a lift to their hideout in Siberia."

"Sure, why not?" Spidey said, agreeing with the idea. "I just wish I could have put a Spider Tracer on Ronin's bike or either Gemini or Libra so I could find their hideout." he cursed himself for not putting one of his devices on the villains.

"No need for that, Spidey." MJ said, remembering something.

"Why Mary Jane?" asked Arachnid.

"I just remembered." MJ responded. "I left a little bit of my Symbiote on Natasha's body so we'll know where to find her when we get there." she stated confessing that she left a bit of her Symbiote on the Russian super spy right before the start of this mission.

"Are you sure about this, MJ?" Peter said, feeling worried that what happened with the Carnage Queen last time might happen to Widow. "What if the Symbiote infect...Ahh!" he said feeling a little pain in his head.

MJ and the others looked worried when they saw what was happening. "Spidey, what's wrong?!" MJ said, feeling concerned for her childhood friend.

Peter grunted as he got back up and his eyes started to glow blue. "My head! I-I-I-I think I'm seeing through Natasha's eyes!"

Katie, Bucky and Scarlet were a little bewildered by what the web-slinger just said. "What do you mean by that?" asked the Winter Soldier.

"I'm seeing things through Natasha's eyes because of the psychic bond between the two of us, thanks to Mesmero." Peter explained, making Bucky, Katie and MJ shocked. "I think she's in the dungeon of Zodiac's hideout! She's just waking up!"

"Then we'd better get a move on!" Maria stated. "Get on board so we can fly to Siberia and take the fight to them! Coulson and his team will meet us there!" she ordered them all.

"Right!" Spidey agreed. "Let's go everyone!"

"ROGER!" they all said in unison as they boarded the ship and took off to Siberia in order to save Black Widow.

* * *

As this whole thing was going on, S.H.I.E.L.D. Agent Phil Coulson marched towards Director Fury's office on the Helicarrier and boy was he in a bad mood right now. The door opened and he slammed his hands of the Director's desk.

"With all due respect Director Fury, withholding evidence about Peter Parker's parents from him is bullshit!" Phil said, angrily to his superior. "You knew this day would come if he found out that you were keeping secrets from him!"

Director Fury turned around and said back to him, "No Coulson! None of this would have happened if he'd just put the file back where Zodiac took it from!" the S.H.I.E.L.D. Director did not like Coulson's attitude toward him. "The file is Pandora's Box!"

"Why?!" Coulson demanded. "Because it had information, reports and records about the joint investigations between S.H.I.E.L.D. and the CIA, Dr. Richard Parker's groundbreaking research on the cure for cancer that he made, making him a target for HYDRA, including the betrayal of his young protege who went rogue, who happens to be Eddie Brock?"

"Of course, Coulson!" Fury shot back. "The last thing I need is Parker knowing that this Brock guy helped play a role in the murder of Mary Parker!" he barked.

Coulson was dismayed by the news of Mary Parker was murdered by Brock, but put that aside. "But what about Richard?" Phil demanded.

"I don't know if he's alive or dead." he said, solemnly and bitterly. "All I do know is that he's probably been presumed dead as we speak."

Coulson did not believe him for one second. "Sir, you need to tell Peter the truth." he said, begging him to do so. "He deserves to know."

Fury got up in Coulson's face, "Not until the time is right, Coulson." he stated, firmly. "And never speak of this matter to your fellow agents and don't ever question me like that ever again. Is that clear?" he stared angrily into Coulson's eyes.

"Yes sir." Coulson said, feeling like he did not like what he found out about his boss.

"Then you're dismissed." Fury stated as Coulson exited Fury's office and Leo Fitz and Jemma Simmons walked into the room with some kind of robot.

"Director Fury, sir." Fitz started off.

"Forgive our intrusion, but you have a visitor." Jemma added.

"Well don't just stand there, send 'em in!" he ordered and the robot hovered inside. It looked all silver and had the number '4' on it's back.

"Greetings Director Fury." the robot said in a male voice that sounded like a 10-year-old boy that no one understands. "I hope I didn't disturb you during your busy hours on the S.H.I.E.L.D. Helicarrier."

 **(A/N: That 10-Year-Old boy that no one understands is a nod to one of my favorite creations from Butch Hartman, The Fairly Odd Parents.)**

Fury raised an eyebrow at the little robot. "No, not at all." Nick said to the machine as he shook hands with it. "And who may I ask are you?"

"Oh, I'm H.E.R.B.I.E., the computer for the Fantastic Four." the robot now called H.E.R.B.I.E. said, introducing himself to the S.H.I.E.L.D. Director. "I'm here to inform you that Zodiac and HYDRA are working together and have new bases but are working on separate goals." Fury was stunned to hear that Scorpio was working alongside Red Skull. "Oh, and Dr. Richards wants to speak to you as of this moment."

"Then patch him through." Fury said.

"No need for that Director Fury. I'm already here." In the office walked the legs of a man and then the rest of him came in as he retracted his stretched body. He was dressed in a blue, white and black uniform with the number '4' on his chest. He had short brown hair with white parts on the back-side of his head along with brown eyes. This was Dr. Reed Richards, alias Mr. Fantastic, leader and founding member of the Fantastic Four, he is continuously updating the layout of his laboratories. "I had to restrain Johnny and Ben from fighting each other again. My wife Susan and I had to scold them for their horseplay on the way here."

"I see." Fury sat back down at his desk. "So what really brings you here Reed?"

"I'm here to assist S.H.I.E.L.D. in any way I can regarding Zodiac and HYDRA." said Mr. Fantastic. "And to also see Leo Fitz and Jemma Simmons about designing some new costumes for Spider-Man and Black Widow after the incident involving Doctor Octopus toying around with Spider-Man's mind and body."

Fury went along with it. "Sure thing." he agreed to that. "After all, you've done a lot for us in the past."

"It's the least I can do. And the Fantastic Four will also be assisting S.H.I.E.L.D. in their persuit of Zodiac and HYDRA as well." Mr. Fantastic adjourned with Fitz and Simmons to their lab so they could get to work on the new suits Spider-Man would need and Widow as well.

* * *

All the while, at Zodiac's base ins Siberia, we see Natasha inside of a holding cell, suspended above the floor as she felt very groggy. She opened her eyes and tried to focus herself.

 **(Another Way Out by Hollywood Undead plays)**

"Oh God, where am I?" she asked herself as she looked around. "And why do I suddenly feel chills running up my body up to my entire body?" she asked as her boobs started shaking out of control, like they were cold and she could feel her nipples getting hard, but then she put her horny side away and refocused her memory. "I think I remember what happened earlier." just then, she felt her own Spider Sense tingled and she felt alarmed by who coming into the room.

Ronin entered the cell block and approached the cell Widow was stuck in. "My little Natasha." he said in his Russian dialect all the while admiring Widow's body. "I impressed to see how much you and your body have grown after all these years."

Natasha had a dismissive look on her face directed at the ninja. "Oh, Ronin! I can see that you and the Zodiac have abducted me." she hissed while noticing that the mystery ninja got a good look at her massive breasts. "Not that I'm flattered, but you're staring at something that can never be yours."

Ronin went a little closer to the barrier and said, "Oh, but it will be again." he declared to the woman. "And this time, we are going to get reacquainted for old time's sake." he shook his fist emotionally.

Widow did not understand what the ninja in front of her meant by that. "What the fuck are you talking about? And more importantly who the hell are you?" she barked, demanding an explanation from him.

"Perhaps this will refresh your memory." Ronin lifted up his mask and what Natasha saw shocked her to her very core. Ronin was revealed to be a man with red hair, a mustache that went all the way around his jaw and upper lip and blue eyes. This was Natasha's ex-husband, Alexi Shostakov. They got married during her days in the Red Room, he was quite the test pilot, but he was supposed to be dead.

"N-n-n-no. It can't be!" she said, feeling tears coming down her face.

"Yes, my love. I am back from the dead." he said to her.

Natasha never thought she would see him ever again. His death was the main reason that she defected the Red Room and the KGB to come to America and make things right for herself and the people around her. "But, Alexi, I thought you were dead!"

"My death was faked a long time ago." Shostakov confirmed, denoting he never died in that rocket test. "It was the only way for you to commit to your training of becoming a one woman killing machine."

Natasha started crying in a painful and angry way "NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" she shouted in emotional agony. "How could you!?" she demanded again.

Just then, a couple of men walked into the room and stood by Ronin, one was Red Skull and the other was a man with short reddish-blonde hair and brown eyes and muscles the size of a bodybuilder and a black costume that looked like Agent Venom. "Aw c'mon." the reddish-blonde man in black complained. "I thought you would like to be reunited and it would feel so good, but instead, you've gotten all choked up."

"I believe zhat is not zhe case, Heir Brock." Skull said.

Natasha looked up at the two men in the room. "Red Skull? You and HYDRA plotted all of this to lure Spider-Man here by allying yourself with Zodiac?"

"Of course, Black Widow!" Red Skull said. "It vas actually a joint plot to reveal zhe shocking truth to Spider-Man zhat Director Nick Fury vas trying to hide from him." he stated to her.

"And that would be what?"

Scorpio walked in along with Taurus, Gemini and Libra with him. "The file we attempted but failed to steal was only to lure Spider-Man to our hideout.

Natasha turned her head over to the man in the black suit with the white spider logo. "Who are you by the way?" she demanded.

"The names Brock...Edward Brock...Junior, but most people called me Eddie." he introduced himself. "In fact...I am the ORIGINAL Venom! The one that existed even before the one you call Flash Thompson donned the mantle I started!" Natasha was shocked again.

Taurus went and said, "And get this, Peter Parker's father, Dr. Richard Parker was still alive all along, but has been elusive from both HYDRA and Zodiac for a long time." he relayed what had happened prior to all this madness. "We captured all his fellow geneticists who were also alive and forced them to make the ultimate doomsday device that is capable of destroying the capitol cities of the world with the use of HYDRA tech Scorpio recently paid for."

"And where does Alexi fit in on this besides faking his own death?" Widow barked, demanding an answer.

"Oh it's simple really." Red Skull stated, promptly. "Vhile he vas presumed dead to zhe vorld und you defected to zhe United States to join S.H.I.E.L.D. as a member of zhe Avengers, he secretly joined HYDRA!" he revealed.

Widow was heartbroken by what her former husband had done, "But Alexi, why?" she demanded as she felt sad. "How could you join the enemy that cares nothing for you?"

"Because I learned about your defection to the United States Of America, joining S.H.I.E.L.D. and the Avengers after you refused to do anymore political assassinations for our superiors!" Alexi stated, bitterly. "But what angers me the most is your romantic relationship with Spider-Man who is nothing more than a weak little boy!" he clenched his fist as he shook it in a fit of rage. "And I will tear him to pieces when we cross paths again!"

Widow now had a look of rage in her, "NO! Don't you dare touch him!" she barked furiously.

Eddie was intrigued by her tenacity. "So you really do love the kid. Don't cha?" he asked, being coy.

"More than you know, Brock, you asshole!" Widow said to the original Venom. "I love him enough to spend the rest of my life with him because he's always been there for me." she spoke about her relationship with the teenage hero. "Unlike my miserable excuse for a husband!" she yelled, disowning the Shostakov man as her husband.

Alexi was outraged by this. "If you love him that much, then I will watch the both of you suffer!" he declared. "I'm looking forward to it."

"So are we." Eddie said as his Symbiote face came up and they all walked out of her dungeon and let her be alone. She kept struggling to get herself free, but it was still to no avail.

"I tried that. It didn't work for me." a female voice said, in a cell adjacent to Widow's. "I have an idea on how to set you free. But your boyfriend has to do this as well."

Widow didn't know who the voice belonged to. "Who are you?" she asked.

"Think of me as someone who want's to help."

* * *

While this happened, Spidey, Scarlet Spider, Spider-Woman and Arachnid rode in the vehicle along with Sharon Carter and Maria Hill. The vehicle was an unfinished prototype jet created by Stark Enterprises and Mr. Fantastic respectively, but it worked perfectly.

 **(A/N: I made the inside of the jet look like the inside of the Quinjet from Marvel Ultimate Alliance 1.)**

"I still can't believe that my dad is still alive after all these years!" Spider-Man said, feeling glad that his father was still on this Earth. "It's good news but at the same time, it's mind-numbing that the anonymous messenger saved the leaked information about my parents for me."

"Yeah, but look on the bright side, kiddo, Mockingbird had discreetly downloaded a copy of the file to the Vision and Black Panther while Iron Man, Thor, Hawkeye, Hulk and Falcon are busy in the Savage Land dealing with Sauron and his mutant Dinosaurs." Maria stated to the young man, putting her arm around him in a motherly fashion. "Meanwhile, Winter Soldier went to inform Captain America situation that HYDRA played a role in this scheme." Maria added. "He told us he'll be back with him as soon as possible when it's all said and done."

Spidey was a little happy for the blonde spy on Coulson's team getting her hands on it. "I knew it!" he said, feeling hope rise in him a little. "I knew I could count on Bobbi Morse for that!"

"So am I." Sharon said to the webbed-wonder. "Though I have to admit, me and Maria are totally flabbergasted about the possibilities of your parents, HYDRA and Zodiac are connected altogether somehow and our Director himself, Nick Fury kept that secret from you for a long time."

Spidey had an angry look on his mask-covered face again. "But why did he do that? How could he have kept the truth about my parents from me let alone..." Spider-Man paused when Mary Jane placed her hand on his shoulder and shook her head meaning "Not now." "Stop it, Mary Jane. Just don't." Spidey replied to her shaking head with some stern words of his own. "Sorry I said that to you, MJ, but when I get back to the Helicarrier, I want a word with Fury and get answers from him no matter what." he said shaking his fist in anger right before Maria Hill placed her hand over it to get him to stop.

"All in due time." Maria said in a clamming manner. "But for now, we're heading to Siberia to meet up with the others and save your girlfriend." she continued to steer the ship in the right direction.

"You're right, Maria. Rescuing Black Widow is our top priority!" he pounded his fist into his palm, feeling like he was getting ready for the fight of his life. "So let's go! We've got a party to crash!"

"Way ahead of you, Spider-Man!" Maria said, as she hit the accelerator and the ship zoomed across the sky, closing in on Zodiac's base.

 **(Song Fades)**

To Be Continued...

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Well, that's it for Chapter 12, I hope you like this. ERoc901 Tha Clean Up Man and I felt the need to add some imbalance between Spidey and MJ, but I decided to have Scarlet Spider get them to stop by using that one word, 'Enough', Batman style. Speaking of which, I also have a Young Justice/Batman: Arkham Asylum fanfic I'm working on called Robin & Black Canary: Danger At Arkham. Be sure to stick around for that later on. And in my reviews for this story, there is a certain guest that asked when Aunt May will meet Black Widow. Well, I don't want to give any spoilers. As for when you all will get to see more. Look below.

Be sure to stay tuned for Chapter 13: Secrets Of The Past -Part 2! Spider-Man, Spider-Woman, Scarlet Spider, Astonishing Arachnid, Winter Soldier, Sharon Carter and Maria Hill head for Siberia to take down Zodiac and HYDRA in order to save Black Widow. But as they arrive, the Fantastic Four arrive to give them a hand in saving her. Plus, Spidey finds out that Scarlet Spider is his long lost brother, and an even bigger shock awaits for them. Will Spidey save his girlfriend or will he perish? Find out next time! I hope you all had a wonderful Thanksgiving.

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


	13. Secrets Of The Past - Part 2!

Hey everyone, what's happening? It's time for yet another chapter. This one continues where the previous chapter left off and it has officially been two years since this story started. Spider-Man, Spider-Woman, Scarlet Spider and Arachnid are on their way to Siberia to confront Zodiac, Ronin and Red Skull. Black Widow tries to find a way to escape, and Spidey gets help from the Fantastic Four to save her and he and widow get a few more costume upgrades at the end, as does Scarlet. Will Spidey be reunited with Widow and find out more about his dad, or will Eddie Brock exact revenge? We'll find out today! So right now, let's dive into the second part of this story!

* * *

Disclaimer: Same as before. I also do not own Fantastic Four in any way. All Rights go to Marvel, Fox and Stan Lee.

* * *

Chapter 13: Secrets Of The Past - Part 2!

 _Last time, Peter and Natasha were enjoying their breakfast when Mary Jane arrived and told them that she knew about their relationship. Mockingbird called them and told them that Scorpio and his Zodiac were stealing a file on Peter's father, Dr. Richard Parker and revealed that he was a geneticist for the C.I.A. and his wife Mary, Peter's mother was the best agent the C.I.A. ever had. Scarlet Spider has a conversation with James 'Bucky' Barnes/the Winter Soldier and tells him about the fact that during Dr. Parker's time in the C.I.A., he was working on a cure for cancer, but his old protege Eddie Brock betrayed him and got his hands on the actual Symbiote that Agent Venom and Spider-Woman's were copied from. Spidey, Widow and Spider-Woman arrived at the Joint Dark Energy Research Facility where they meet up with Mockingbird and they have a battle with Libra and Gemini over the file on Dr. Parker, but they are ambushed by the Ronin, a ninja that kidnapped Black Widow. Spidey got the file but couldn't get Black Widow in time. Spider-Man decides to go after Ronin and Zodiac alone, Mary Jane tries to prevent him, he does not listen and she smacked and punched him in the face for not listening to him. Scarlet Spider breaks up their fight and gets them to calm down as he tells them about the info he got. He also takes the two back to his loft to show Peter the notes his dad made. Peter discovered the notes were not finished. Katie and Bucky go along with them as Maria Hill and Sharon Carter arrive to take them to Zodiac's hideout in Siberia. Phil Coulson is not happy about Nick Fury keeping the secret about Spider-Man's parents from him and then H.E.R.B.I.E. arrives along with Reed Richards/Mr. Fantastic and Peter was also informed from a mystery person that his father is still alive but is on the run from HYDRA and Zodiac. Plus Black Widow found out that Ronin is actually Alexi Shostakov, her ex-husband from her days in the Red Room, and he had been working for HYDRA. She feels crushed but now must find a way to get out of her cell, and now on to the second part of Secrets Of The Past!_

We now find ourselves in Siberia, near the Zodiac base where we see a whole squadron of S.H.I.E.L.D. agents in armored vehicles engulfed in a shoot-out with HYDRA agents and Zodiac goons. Phil Coulson was leading the charge in the vessel called Zephyr-1 along with Melinda May, Daisy 'Skye' Johnson/Quake, Lincoln Campbell/Sparkplug, Alfonso Mackenzie, Lance Hunter, Bobbi Morse/Mockingbird and a young man who looked Asian American in origin. He had short dark hair and dark brown eyes. This was S.H.I.E.L.D. agent Jimmy Woo, he was part of a group called the ATLAS Foundation, a group that was hidden for a while, but they came to be liked.

 **(A/N: In this storyline, ATLAS is not a criminal organization but they are a S.H.I.E.L.D. branch group.)**

"It looks like they were expecting us to arrive so they can get the upper hand on us." Coulson said, reporting on the situation at hand. "Quake, give 'em a trembling reply for me, would ya?" he asked.

"With pleasure Coulson!" Quake said, as she shot a tectonic wave at some of the HYDRA goons and some of the Zodiac minions as well.

"Now let's move!" Coulson ordered as he and his team got out of the jet and began to fight. Phil shot a few goons down while Mack and Lance shot at a few of them with their blasters, Melinda May shot a few as well and Sparkplug used his electric powers on them to send them flying into the mountain behind the base. Jimmy was with Mockingbird as they used they're martial arts skills to get past a few of the HYDRA and Zodiac goons that came their way. "Sir, we've penetrated their defenses but they're still blocking us out here."

On the Helicarrier, Nick Fury was watching the whole thing on the main hold monitor. "That's just the start of it, Coulson." Fury said as he saw this. "You have your orders, so follow them to the letter." he ordered them again. "And whatever you do, Spider-Man mustn't know about this! It's bad enough that the skeletons have come out of the closet, make sure that Pandora's Box remains shut! Is that clear!?" Fury barked.

Coulson did not like how Fury put it, but went along with it anyway. "Roger that!" he responded as he shut his comm-link off.

Quake went over to Phil and wondered, "But what about Spider-Man?" she asked. "Should we tell him the truth?"

Mockingbird went to them and added, "Yeah, we can't just keep him out of this!" agreeing with what Daisy said before.

Phil was inclined to agree with the ladies. "We will tell him when we see him again, but until then we've got a job to do." Coulson said, as he informed the two of them while he shot a few more HYDRA Agents. "Everybody, move out!" Coulson ordered as the lot them went to the front to continue the fight.

* * *

Inside the Zodiac Base, Red Skull stood in front of a group of terrified geneticists, had a sinister look on his face while he looked out the window at the ensuing bedlam.

"It seems zhat S.H.I.E.L.D. has successfully penetrated their way in." he said as he got a good look at it before turning around to the geneticists in the room with him. "But it matters nothing. Zhe Doomsday machine is already completed und all zhe geneticists have outlived zheir usefulness." he told his soldiers as they had their guns pointed at the doctors. "Kill zhem all at once!" he ordered.

"Hail HYDRA!" the soldiers shouted in unison as the were about to fire their guns.

But then, without knowing, there was a blackout in the room. "Agh! Who turned out zhe lights!?" Skull demanded, before there were sounds of grunting, punching, kicking and gunfire all over the room. There was even a clanging sound coming in as Red Skull winced in pain right in his jaw.

 **(A/N: He does not have a toothache like I did before.)**

When the lights came back, two of the would be dead geneticists were gone while a few of them were dead. Skull looked around and saw his soldiers knocked out, on the floor. "It seems zhat ve are not alone." he sneered.

* * *

Back outside, the two doctors that were missing happened to be a man and a woman. Their lab coats were messed up and they had some blood marks on their cheeks and legs. They were rescued by Winter Soldier who had returned to Siberia with his old partner, Captain America. The duo from WWII, brought the both of them up to the rooftop of the base, near the side of a mountain.

 **(A/N: Captain America is wearing a variation of the outfit he had in Secret Empire, but don't worry, he's not a HYDRA agent in this story. He also has that round shield he always uses.)**

"Are you two okay?" Cap asked them both.

"Yes, we're fine, thanks to you, Captain America." the male doctor said to the patriotic Avenger, before turning his head over to the guy with the metal arm. "But, who in the hell are you?" he pointed.

"He's Bucky, but more mature." Cap told them, making them gasp in shock by this news. "He calls himself the Winter Soldier now."

"Thank you both for saving our lives." the female doctor said, embracing the man with the metal arm. "My husband and I never thought someone would be rescuing us after being held prisoner for so long."

"Hey, it's the least we can do." Winter Soldier responded. He looked down at the battlefield, and saw that there were a whole warehouse full of HYDRA agents and Zodiac goons. Plus he saw a few S.H.I.E.L.D. Agents shooting at the tanks the HYDRA goons had and some of the ground carriers Zodiac had acquired. "Hey, Cap!" he signaled for him to come have a look see. "Looks like you've got your work cut out for you tonight!"

Cap looked at the ensuing bedlam and mayhem. "Yeah, I do but they did put up a fight." he said to his old friend. "But it also looks like S.H.I.E.L.D. is busy going back and forth with HYDRA and Zodiac." he added, as he looked at the two geneticists they saved. "The Red Skull was definitely using the Geneticists to build a devastating weapon powerful enough to destroy the capitol cities of the world and possibly the entire planet itself."

"No doubt about that, Cap." Bucky said back to his friend. He then walked up to the married doctors. "Say you two, do you know where Richard Parker went?" he asked. The name was familiar to them, since they worked alongside him before. "We just want to know where he's gone off to. That's all."

The couple looked at each other and wondered about a promise they kept to said man, but they feel like they could trust him. "Okay then." the male scientists said to Bucky. "But if he doesn't want to be found just yet, then it's probably for the best."

Bucky got the lowdown from the two of them and found out where Richard was hiding and that he did not want to be found. But as this was going on, Captain America got a look at an aircraft getting ready to land behind the battlefield. "Bucky, look!" he said, as Bucky turned around and saw the jet landing. And out of said vehicle came Spider-Man, Spider-Woman, Maria Hill, Scarlet Spider and a few others. "Spider-Man has arrived and he's brought in..." he got a good look at who was with him and what he saw shocked him. "Sharon and Katie?"

"Yeah." Bucky said. "It looks like the chickens had to come to the roost one way or another." he replied in an old saying.

* * *

As the Aircraft landed outside of the base, Spider-Man and the others all got ready to battle their way through the enemy lines.

Spider-Man stood at the ready. "Now that we're here, it's time to get down to some serious business!" he declared. "And this time, it's personal!" he added, with an angry stare in his eyes as he pounded his fist into his palm.

"Yeah, big time!" Scarlet agreed with what the web-slinger said.

Spider-Woman noticed something on Spidey's wrist. "Spidey, you're watch is beeping again." she said, pointing at the communicator on Spidey's wrist.

Maria let out a sigh of grief, "It's gotta be Nick Fury. He knows that you're after Ronin, Zodiac and HYDRA during your rescue mission." she informed the web-head.

Spidey hissed, "Well, I'm not gonna allow him to prevent me from doing so." his watch turned on anyway and the image of Nick Fury appeared.

 _"Stand down, Spider-Man! That's an order!"_ he barked. _"I'm not gonna allow you to interfere with S.H.I.E.L.D.'s mission of rescuing the geneticists that are held captive by HYDRA and Zodiac!"_ he added.

Spider-Man would not listen to him and barked back at him. "FORGET IT, FURY!" he yelled. "I'm going inside their hideout weather you like it or not! I read the file on my parents and I'm going to rescue Black Widow and get more answers about my parents! End of discussion!" he said.

Fury was even more angry by how Spider-Man shot back at him. "You go in there and you're in big..."

"SHUT YOUR FUCKING MOUTH!" Spidey yelled, before Fury could finish his sentence. Spider-Man crushed his communicator as he shouted in anger throwing the broken watch away.

Mary Jane was shocked by this. "Sheesh, that was harsh." she said.

"Hey, he's always been harsh to me!" Spidey said. "That's his way of giving me tough love."

Maria and Scarlet looked at each other. 'Bro, why did you have to yell like that in my ears?' Scarlet thought.

"Nonetheless, we're going in!" Sharon said, when she had her gun ready to shoot down evil.

"You got that right, Sharon." Maria agreed to what she said.

Just as they ran right out of the vehicle, they were about to enter the fray of the battle, but they saw another jet-like vehicle, but it was able to separate into four different pieces. It was going to land near the ship the Spiders, Maria and Sharon used to get to this base and revealed itself to show Reed Richards/Mr. Fantastic along with a woman with medium length blonde hair dressed in a blue, black and white outfit with the number '4' on her chest. There was also a young man with the same hair color, but shorter and had the same uniform on. And the bigger man had a body that looked like it was made of orange granite, but he was roughly the same height as the Hulk, only he was clad in a pair of shorts with the number '4' on the buckle of his belt. This was Reed's wife, Susan Storm-Richards, the Invisible Woman, her brother/Reed's brother-in-law Johnny Storm/the Human Torch and their friend, Benjamin J. Grimm, the ever-loving blue-eyed Thing. Together they were known as the Fantastic Four, a group of superheroes with public identities, not secret. They got their powers on an outer space adventure and got bombarded by cosmic rays, which altered their DNA. Reed could stretch his body, Sue could turn invisible, Johnny could light his body on fire and Ben was the muscle of the bunch. The vehicle they were using was called the Fantasticar, their main use of transportation.

 **(A/N: I'm using the outfits from the Fantastic Four's appearance in Hulk And The Agents Of S.M.A.S.H. Season 1, Episode 24 "Monsters No More")**

Right now, as they were landing, Reed and Sue were breaking up an argument Ben and Johnny were having, again. They did that all the time. "Seriously, Stretcho!" Ben yelled. "If you keep gettin' in my way from gettin' my hands on Matchstick's pencilneck, I'll clobber you into next week!" he threatened.

Reed stretched his hand to make a double set of walls to block the argument between Torch and Thing. "As I recall Ben, your fights with Johnny nearly put the entire, our home city and possibly the entire universe in jeopardy!" he struggled to keep them apart.

Johnny took the time to say, "Even if it's true rock for brains, you still started it!"

"Did not!"

"Did too!"

"Did not!"

"Did too!"

"Did not!"

"Did too!"

"Did not!"

"Did too!"

Susan could not stand it any longer and decided to help her husband by placing a force field of invisibility around both Ben and Johnny. "Boys!" she shouted. "If you don't stop this nonsense right now, you're gonna be in so much trouble!" she warned.

"Sue, if you tell me that again, I'm gonna kill you!" Johnny spat at his own sister. "Because I'm getting sick and tired of you telling me what to do and how to do it all the time!"

"I'm warning you Jonathan Spencer Storm!" she warned again as they landed the Fantasticar.

"Boy, and I thought my constant fights with Nova were hostile enough." Spidey said, denoting that in the past he always got into a verbal argument with Nova, whether it was over Mary Jane or some other thing that was pointless.

"Yes, I know." Mr. Fantastic agreed with the web-slinger. "It's nice to meet you Spider-Man." he added, as Sue nodded to what her husband said.

"Likewise, Dr. Richards." Spidey said to the man in front of him. "So what brings you guys here and how can I help you?"

"Actually, we're here to help you as long as my knuckleheaded brother and Ben get along." Invisible Woman said, pointing her thumb at Thing and Johnny.

"I heard that!" Johnny shot at her.

"Who the hell are you callin' a knucklehead, Susie?" Thing asked.

"You are, rockhead!" Johnny insulted Thing.

"Flamebrain!" Thing shot back at Johnny.

"Rockhead!"

"Flamebrain!"

"Rockhead!"

"Flamebrain!"

"Rockhead!"

"Flamebrain!"

Maria could not stand it anymore and shouted, "SHUT THE FUCK UP ALREADY!" this made Thing and Human Torch stunned when she shouted at them. "We have a rescue to do, so could you both save it for another time!?" she demanded.

The two of them stopped arguing and listened to her warning. "That's much better." Sue said. "Maria, normally I'm the one who has to get them to be quiet. Not you."

Maria felt a little embarrassed by how she freaked out earlier. "Sorry about that." she rubbed the back of her neck. "I'm just so pent up right now, so I'm gonna take my anger out on a few HYDRA goons."

Johnny shook his head, "Damn, Commander Hill, I know you're pent up, but why yell at me and Ben?"

"I wasn't really yelling him. I just wanted to let you know I'm not messing around like they way you tried to flirt with me before." Maria told them about that before.

"He did that?" asked Arachnid.

"Yep." responded the S.H.I.E.L.D. Commander.

"Oooh, you doof." MJ pointed her finger at the flame user.

In his thoughts, Spidey said. "Man, I've never seen Maria like this before. I can't believe Human Torch tried to flirt with her, but it seems she brushed him off." he refocused himself to the task at hand. "So, Nick Fury didn't send you guys to stop me?" he wondered.

"Of course not. Nothing of the sort." Mr. Fantastic reassured.

"However, these two S.H.I.E.L.D. Agents insisted that they wanted to see you." Sue said.

"Let me guess, Fitz and SImmons?" he asked.

"Yes, but how did you know?" Mr. Fantastic asked.

"Let's just say that they wanted to make up with me after the incident involving Dr. Otto Octavius, alias, Doctor Octopus taking over my body by using a miniature Octobot to control my brain."

The F.F. was not aware of that incident, because they were busy dealing with Annihilus in the Negative Zone. "How odd." said Sue.

"Yeah, that reminded me of the time when Dr. Doom switched bodies with you and..." Johnny was interrupted by Reed, who still had bothersome memories of that day.

"Excuse me, Johnny, but I would appreciate it if you do not remind me of that day again." Reed urged his brother-in-law. "It's bad enough that it left a terrible taste of metal in my mouth."

 **(A/N: Dr. Doom has switched bodies with Mr. Fantastic several times before for those of you who are new to the Fantastic Four storylines.)**

"Yeah, I can't imagine that either." Spider-Man added, as Leo Fitz and Jemma Simmons came out of the Fantasticar and greeted them all.

"Ah there you are, Spider-Man." Fitz said. "It's a good thing we got to you in time."

"Yes, if you're going inside to rescue Black Widow, you'll need to be prepared." Jemma added to what Leo stated.

"Okay, so what have you got for me?"

Leo held a small case out and when he opened it up, it looked like a new watch of the future or something. "We have a new watch device for your costume." he said. "It's a token of apology for creating the Superior Spider-Man costume and incident."

Spider-Man knew he already apologized for the whole thing to them, but he looked at the device. "The apology's already been accepted but I'll take it and put it to better use than Doc Ock." Spidey said, as he put the watch on his wrist. "Okay, here goes nothing." he said, as he pressed a button on it and out came several small spider-like robots. Spider-Woman, Scarlet Spider, Sharon Carter and Maria Hill were stunned to see this type of thing. "Whoa! Nanobots?" Spidey said, as he was a little startled by this. "They're covering me up!" he said again, as he was now clad in a dark blue costume with a big red spider logo on his chest and back, a few smaller spider logos on his wrists, some red parts on the sides of his upper body and on the inside of his legs. His eyes were headlight colored while on his back, he had what looked like a web-cape. "It's...awesome!" he said, excitedly. Is that my new costume?" he asked, looking at it.

"Not only that one, it has more too." Fitz said.

"Does it also allow me to understand what Widow says in Russian?" he wondered.

"Oh yes." Jemma replied. "It also has the upgrade for your new main costume."

"And I helped out as well." Mr. Fantastic relayed to the boy.

This had everyone amazed even more. "Geez, Stretcho. I didn't know you designed webhead's new suits?" Thing said, feeling impressed.

"Yes, with the help of my lovely wife, of course." he said, looking at Sue.

Sue blushed a little bit, "Oh, it was nothing." she said, feeling embarrassed.

Johnny had a smirk on his face and went to Reed, "Yeah, whatever." he shrugged what was said as he put his elbow on Reed's shoulder. "Hey, can we get some new costumes?" he asked. "I wanna continue looking cooler than I was." he kept thinking about his image with the ladies.

"Not unless you wanna be frozen in ice, matchstick!" Thing taunted.

"Hey!"

Reed sighed, "We'll discuss it later, Johnny." he replied to the flame-manipulator. "As long as we keep Sue away from the revealing version of her costume again." he hoped for that sort of thing.

 **(A/N: Sue got that outfit in Fantastic Four Volume 1, Issue 371. It looked like a swimsuit, which looked really good on her in my opinion, but she put it into her closet so it wouldn't be used again.)**

"Yeah, that was embarrassing." Sue blushed an even brighter red at the very thought of it.

Johnny agreed, "You're telling me!"

Fitz and Simmons did not know that Sue had an outfit that was revealing, neither did Scarlet, Spider-Woman, Spidey or Sharon. Maria did however know when she visited the Baxter Building once. That was during the time Johnny tried to flirt with her, but she turned him down gently. Fitz also gave something to Spider-Man, "Anyway, when you rescue Black Widow, give her this by placing it in her belt."

The item looked like a pocket sized version of Black Widow's logo. "You got it Fitz. Let's get to Coulson and the others!" he said with determination in his heart and his eyes.

* * *

Mack kept shooting at the barricade Zodiac put up around the gate. "Damn! There's no way to get past them!" he said to his teammates. Zodiac fired from one of their tanks as HYDRA helped out with their bazookas and pistols alike.

 **(Breathe (The Glitch Mob Remix) by Prodigy plays)**

"With that kind of firepower, probably or probably not!" Coulson said back to him as he saw the weapons they had out.

Agent May went over to Coulson and asked, "Got any more bright ideas?"

"Gangway!" a voice came from behind them, and it was Spider-Man in his new outfit as he shot his web-line across the top of the Zodiac fortress gate, zipped himself over to the battle as he shot a web-dart at each goon. He caught a HYDRA goon and suplexed him to the ground while he kicked a Zodiac minion five times in the side of his body. But as two more HYDRA and Zodiac goons came after him from all sides, he backflip-kicked two of them right into a tank while he wrapped the other two in cocoons. He then went over to the tanks and ripped off the turrets, causing the drivers and shooters to bail out of said vehicles and they both get hit by another web-dart. "Sorry guys! I needed my exercise." he turned around as he spoke to Coulsons team.

Coulson, Quake, Mockingbird and Sparkplug smiled at him for arriving in the nick of time, as did Mack and Jimmy. "Perfect timing Spider-Man!" Coulson said, running up to him and commended him for arriving. "We knew you'd show up at a time like this!"

May was a little defeated in a way, "Yeah, but next time, save some for us!" she said firmly, as she also ran up to him.

"Well, there's plenty more of them inside!" he said to Coulsons team.

Jimmy went over to the web-head and shook his hand. "Nice to meet you Spider-Man." he said. "I'm Agent Jimmy Woo. I'm the leader of a S.H.I.E.L.D. branch called ATLAS."

"You may have to introduce me to the people on your team sometime, Jimmy." Spider-Man said, wanting to meet the ATLAS team someday. "Anyway, I'm taking Spider-Woman, Scarlet Spider and the Fantastic Four with me to find Black Widow!" he relayed his plan to them all. "The rest of you go with Sharon, Maria and Katie to see if anyone else is trapped inside that fortress!"

Lance and Sparkplug were baffled to see Spidey giving orders like that. "Blimey, I had no idea the Fantastic Four would be in on this job." he said.

"You and me both, Lance." Lincoln said. "I heard that Johnny and Crystal are still going steady, but I'm not sure it'll last."

"Will do." Coulson said. Alright, everyone. Let's move out!" he instructed as Spidey, MJ, Scarlet and the F.F. all barged into the fortress as Coulson and his group went to rescue any other hostages that might be inside the building.

"Yo, Fantastic Four, you ready!?" asked Spidey, feeling fired up.

"Indeed." Mr. Fantastic agreed to this.

"Hell yeah!" Thing added.

"Oh, this is way better than what originally wanted to do." Johnny agreed to this thing. "FLAME ON!" he said as his whole body lit up on fire and he began flying around.

* * *

The Zodiac was deadpanned when they saw that he and the superheroes with public identities showed up and invaded their fortress.

"Shit, he's here!" Scorpio said to himself, before going to the intercom. "All hands to arms! Spider-Man is here! And he's got this Spider-Woman and the Fantastic Four with him!" he informed his minions. "Keep the Agents Of S.H.I.E.L.D. pinned down, we'll deal with the Wall-Crawler, his fellow spiders and the Fantastic Four!"

"Yes sir!" The soldiers said in unison, as they all grabbed their gear and got ready to fight.

However, in the dungeon area where Black Widow was being held in, she was overjoyed in a way to hear that Spider-Man and Spider-Woman arrived. "They're here! And, they're with the Fantastic Four?" she asked herself. "I gotta get out of this cell and get to my boyfriend." she struggled to get out, but it didn't do any good. "Dammit all to Hell. My body is still a little groggy from when I was abducted by Alexi and I've rarely used my newfound Spider Strength because of the Psychic bond between me and Spider-Man."

Just then, she felt something move around her body, which kinda made her aroused. But then she felt something move from her belly up to her breasts as they began to jiggle. She then noticed a small red dot inside her cleavage. "Hey, what's that?" she wondered to herself. "Oh, it's just a fragment of the Carnage Symbiote from Mary Jane." Natasha began piecing it all together, _'She must have left it on me when she was feeling my boobs, before I was brought here against my will.'_ Widow thought. "Hey, little goo, do you think you could get me out of these shackles and disable the barrier?" she whispered to the little bit of ooze as it zoomed up from her cleavage and went over to one side of her body, when it finally reached her arm it unlocked her shackle and the Symbiote went to the other side and wrecked it, without hurting her. "Thanks for the help, you lovable little bit of goo." she cooed at the little thing as it swooped back into her cleavage and moved all the way down to her stomach. "Ooh, damn, that feels good." she said, soothingly. Shaking off the feeling of the Symbiote on her skin, and spots exit. "Now to get out of here." she said to herself.

As the guards took a quick look inside the place, they first felt like nothing was wrong, but then they looked again and saw that the barrier was down when they saw the redhead on the ground. "Hold it! Stop right there!" Guard 1 said, as he and his colleague pointed their guns at her. "Don't move, or we'll open fire!" he warned.

"I don't think so." Widow replied with a smirk on her face. The Symbiote went and clonked them both on the noggins, making them drop their guns. Next she ran out without making any noise to try and make her way to exit. But, not long after, the guards woke up. _'Shit, guess my little goo-blob didn't knock them out hard enough.'_ she thought.

The guards felt a little groggy when they woke up and looked inside the cell. "Hey, where they hell did she go?" Guard 2 asked as he looked.

Black Widow whistled, the guards ran out of the place and saw her standing upside down and Sticking to the ceiling. "Holy mother of God! She can crawl on the wall!" Guard 1 said.

"Yeah, just like Spider-Man!"

Natasha rolled her eyes. "Well, doi!" she stated to them. "You guys are so slow, you make Quicksilver a lot quicker than your brains! That is if react quick enough to catch you Friendly Neighborhood Black Widow!" Nat was a little dumbfounded by the sound of how she said it. "Wait. Did I just make a quip?" she wondered in surprise.

"More than that, you acted just like Spider-Man!" the 1st HYDRA Guard said.

Widow had no idea that she was acting just like her boyfriend. "Okay, now I'm freaking out again." she said.

"Who cares?" HYDRA Guard 2 said. "Let's just get her!"

Widow kept dodging their fire as she back-flipped on the ceiling and crawled to avoid their gunshots. "Dammit, just hold still!" the HYDAR goons said in unison.

Black Widow started laughing seductively as she dropped down and walked to them, swinging her hips and taunted, "Sorry fellas, but this sexy spider's got better things to do than play around with you! So, yoinks..." she used the little Symbiote to swipe something from them.

The HYDRA goons got a look at it and were scared, "Fuck! It's a gas grenade!" they said in unison.

"And, away!" she shouted as she threw the grenade at their feet, making it explode, making herself scarce as she opened up the air-vent and crawled inside. She then realized that she sounded like Spidey again. "Oh shit. I think I also got a few parts of Peter Parker's personality because of our psychic bond!" she then shook it off. "Well, I can't worry about that now. I gotta get to Spider-Man and the others." she had her hands flat on the ceiling as she did what anyone would do going across the monkey bars at a playground would do while she looked around for something.

She then noticed that underneath her head was a way out. "Maybe this air vent will do." she said, as she used the Symbiote to get the vent cover off and slipped herself inside, but felt like it was tight. "Damn! I'm Stuck!" she said. "Okay, this wasn't a bright idea, my boobs are being squished." she felt her breasts being made to look bigger than before as she tried to wiggle her way through. The Symbiote then crawled out of her cleavage again. "Wait. What are you doing?" she asked as it stretched around her body, making her crawl through the vent with ease. "Oh I see. You're trying to make me fit through the vent. Thank you." she said, as she began to crawl. "Now, to find Peter." she said as she began crawling through the vents to reunite with Spider-Man.

 **(Song Ends)**

* * *

Elsewhere, Mysterio and Carnage were watching their every move. Harvey came in and brought them some dinner.

"Hmm, is it just me, or did Black Widow just act like Spider-Man for a second?" asked Carnage.

"I think you'd be right, Carnage." Mysterio added.

"Looks like Mesmero made a mess up when he switched the two back to their original bodies." Harvey said.

Mysterio put his hand on his helmet in way that made it look like he was bothered. "Damn, Mesmero goofed up before he was sent to this Tomb as it's called." he deadpanned.

"No matter, this is a mistake to learn from." Carnage said, viciously. "Let's just sit back and enjoy the tale of revelations."

"Right." Mysterio looked on as he took a bite of what was made for him.

* * *

As Black Widow was crawling through the vents Spidey, Spider-Woman, Arachnid, Scarlet Spider, Coulson's team, Sharon Carter, Maria Hill and the Fantastic Four continued their battle with the Zodiac and HYDRA agents as they made their way past the front gate. Spidey was in his new costume and used some new kind of armament to take a few of the bad guys down. He saw Scarlet using a webbing that was similar to that.

"Scarlet, I think you and I used the same web-attack." Spidey said to him as they stood back to back. "What do you call it?"

"Impact Webbing." Scarlet said, as he sweeped the goons down to the ground.

"Why didn't I think of that?" Spidey asked again.

"Looks like I was one step ahead of you." Scarlet stated when he shot another Impact Web at a Zodiac goon wearing a bull mask and knocked a HYDRA agents down with the back of his hand. Little did they know, a bigger HYDRA goon was about to gang up on them, but then, a stream of fire whisked past them both and hit the HYDRA agent.

"Hey, what was that?" Spidey said, as he felt like he saw a blur go by.

"Incoming!" a voice said, as Human Torch whisked past them and formed a fire circle around the HYDRA brute. "Woooooo! Is it hot in here, or is it yours truly?" he bragged about himself a little bit.

Thing pounded a few goons to the ground and took a few brutes down as well, "Shut it, matchstick!" he shot an insult at Johnny.

Reed used his stretch powers to extend his arms and pound the HYDRA and Zodiac soldiers into unconsciousness while Sue was sneaking up on a few of them and shot some energy blasts at them as her and Maria Hill shot a few down. Sharon and Melinda May worked together on taking a few Zodiac goons with ram and lion helmets on them as Spider-Woman used her Symbiote to clear the way with some help from Lance, Mack and Sparkplug.

"Okay, guys! The coast is clear!" Spider-Woman said, while feeling enthusiastic at the same time. "I always wanted to say that."

"Go guys! We'll cover you!" Maria said, as she kept shooting her gun at the goons.

"Let's move!" Spidey said as Scarlet, Mr. Fantastic, Thing, Invisible Woman, Leo and Jemma raced into the building. "We gotta find Black Widow, see if we can find more information about my dad and get answers from Red Skull!"

Thing noticed that Human Torch stayed behind with Maria and Spider-Woman to take down a few remaining goons. "At least Flamebrain ain't with us, or at least, pullin' pranks on me during the mission!" he said.

Johnny felt hi ears burning when Ben said that about him. "I heard that!" he ranted.

Sue had a smirk on her face, "Which we had to discipline him a dozen times and tried to get him to grow up." she rolled her eyes in disdain towards her brother.

"I see what you mean." Spidey said, agreeing with Sue.

* * *

See this happening, Captain America saw that Coulson and the others were going inside the building all the while being pinned down by the soldiers. They both knew what needed to be done, as Cap grabbed his shield and the HYDRA agents and the Zodiac soldiers. Coulson was a little bewildered by how the shield appeared as Captain America jumped down from the roof, landed on his feet and ran inside to help them out.

"Hey there, Coulson." Cap said to the agent. "Looks like you got your work cut out for you."

Coulson had an enthusiastic smile on his face when he saw him. "Likewise, Captain America." he said.

May knocked some HYDRA and Zodiac agents back with a little help from Quake. "Oh, god." she said as she went over to Phil. "Coulson, don't tell me you're geeking out in front of Captain America, who happened to be leader of the Avengers at one point."

"May, we had a discussion about this, remember?" Phil said turning his attention to Melinda. It was true, Phil Coulson grew up reading stories about Cap and Bucky in school and he even had a set of trading cards in Cap's likeness. He always wanted Cap to autograph them, but this wasn't the time. "Anyway, what brings you hear?"

"My old friend, Bucky Barnes, the Winter Soldier told me everything that was going on in Siberia regarding Black Widow and the past about Spider-Man's parents." he said back to him. He also called Winter Soldier down from the roof and they got a look at the dead bodies surrounding the area they were in. They kept walking around as they looked around the facility in search of anything that might be useful. "And it looks like there dead bodies everywhere in this section of the hideout."

Quake got a look at it too. "Yeah, except that not all of them are human." she said to the patriotic Avenger. "But most of them are robots posing as human beings." She was right, some of the guards were actually Synthezoids created by HYDRA, and they had wires sticking out of their arms.

Winter Soldier and Mack agreed as they saw what was around them. "And there's more dead bodies piling on the ground." Mack said. "And they appear to have a couple of white lab coats on."

The lot of them had horrified looks on their faces as they looked at all the dead bodies in their path. The bodies while some were HYDRA and Zodiac, the ones in lab coats all had blood leaking out, their eyes shut and mouths agape. Lance got out a flashlight and began a search for anyone still alive inside the room. "They must be the missing Geneticists and Scientists that were taken by HYDRA." Coulson said, as he felt solemn about this whole thing. "And it looks like they got wiped out after the doomsday weapon was completed."

"Indeed they were, Phillip." Winter Soldier told them. "But, Cap and I saved the surviving two Geneticists from being killed without them knowing." he revealed to the S.H.I.E.L.D. Agents.

"They were quite shaken up but they'll be alright."

"And look." Quake said, as Lance moved his flashlight and saw that there was a few more dead bodies lying on the ground. Quake looked at it as she moved a metal beam out of the way using her tectonic powers. "HYDRA agents and the goons who have been working with Zodiac have been wasted."

Coulson checked their pulses as Melinda looked at a whole lot of webbing surrounding the room. "Then they must have been dead." Coulson said.

May said, "Spider-Man must have been responsible for this."

"No, Agent May. You're wrong." Winter Soldier corrected when he saw that the webbing gave off a greenish yellowish glow. "Judging by the way the webbing was used, Spider-Man wouldn't have been able to do this."

Melinda was a little bewildered by how he put it. "How do you know this?" she asked.

"It's dirt simple, Melinda." Bucky said in a blunt manner. "The webbing is Bio-Electrical."

Melinda and the others were wide-eyed in shock as they all looked at each other not knowing that.

"Bio-Electrical?" Mack asked.

"Yeah." Bucky replied.

Quake and Mockingbird had a look of disdain directed at Agent May. "Serves you right, Melinda." Quake said.

"Yeah, why do you hate Spider-Man so much?!

May was about to answer them, but they heard the sound of guns being pointed at them.

"Not so fast, Captain America and S.H.I.E.L.D. Agents!" the leader goon said, pointing his gun at the ready. "We got you right where we want you!"

The lot of them stopped when they saw this. "Well this just keeps getting better and better." Cap felt annoyed by this.

"Oh, it is. For us." the goon said as he was about to pull the trigger of his gun, but a yellow-green web shot at the gun. "What the hell? AAH!" he screamed as someone yanked the gun out of his hand, ran up to him and kicked him in the face, breaking his jaw.

"Oh shit!" The other HYDRA soldiers said, in unison. The someone who was attacking the HYDRA soldiers looked like a young woman who apparently looked like she was the same age as Scarlet Spider, she was dressed in what looked like a long white robe with short sleeves. She had long black hair and green eyes, and she used her leg to sweep the other goons off their feet as she body slammed one down and gave the last of them a shock to their system with a bio-electric chop to the back of their necks.

Lance shined his flashlight on her, she tried to block the light from her eyes but Captain America walked up to here as she slowly backed away into a wall and bumped her head and hid behind some rubble, "Who are you, young lady?" asked Cap. "Show yourself. We mean you no harm." he reassured.

The young woman felt a little scared at first, but she reluctantly accepted. "I know Captain America." she said. "That's why I was the one who informed Black Panther, Vision and Mockingbird that Dr. Richard Parker was still alive but on the run."

This had everyone around the young woman shocked and surprised. Mockingbird was even amazed to see who sent her the message. "Then, it all makes sense to me now." Winter Soldier said, piecing it all together. "You're the anonymous messenger who's been informing us over what's going on here."

"Yeah, and as you can see..." she shot a web-line at the ceiling and zip-lined herself up and started to stand on it. "I got spider powers too." she dropped down like a Olympic medalist. Everyone clapped for her.

Coulson felt intrigued by this. "So what's your name?" he asked, feeling curious.

The lady was hesitant to answer but did so anyway. "My name...is Jessica Drew." she said. The lot of them were wide-eyed in shock even more. Scarlet Spider told them that he made a promise to Dr. Jonathan Drew and his wife Miriam that he would find their daughter, and it looks like things went good so far, and he didn't even know it.

* * *

Spider-Man, Scarlet, the Fantastic Four, Fitz and Simmons kept running down a few halls that were like a maze, only the stopped in some place that looked like a prison, only with a conference room above the place.

"We must be in the brig of the Zodiac base, but nobody's home." Spidey said, as he looked around the room.

"They could be ambushing us when we least expect it." Scarlet felt a little rattled. "I can feel it in my bones."

"Yeah?" Thing asked himself. "Well, I'm darin' these bozos to try and do that because it's clobberin'..." he was about to finish his line.

Spidey cut Thing off from saying his famous line. "Wait." he said as he felt something in his head go off. "My Spider Sense is tingling." he then saw a few bright lights turn on and he blocked it from his mask. "Damn, that was bright!" he winced.

"Everybody, look!" Invisible Woman said, pointing up over at the balcony's. They were filled to the brim with guards who had their guns at the ready.

Thing complained, "Terrific, now we're surrounded!"

"Looks like they were expecting us." Reed denoted.

Jemma looked up at the whole batch of goons surrounding them. "Oh dear! And they all got weapons!" she said, feeling a bit startled.

"Look who's approaching!" Leo said, as he saw who was coming. "It looks like HYDRA and Zodiac are behind what you're looking for Spider-Man!" he said to the wall-crawler, as they saw Scorpio, Taurus, Sagittarius, Aries, Cancer, Gemini, Libra, Aquarius, Leo, Pisces, Virgo and Capricorn of the Zodiac along with Red Skull and they had a machine with them that looked like something out of a movie Spider-Man may have seen.

"Red Skull? Again?" Spidey complained. "Dude, you're starting to make me feel like a replacement for Captain America when it comes to having a list of archenemies!" he ranted.

Red Skull mused at this. "Perhaps, but zhat is not zhe case." he said. "I know zhat you are after answers about your parents, and you shall have zhem right now." he told the young man. "Zhe events zhat involved your parents vas orchestrated by me!"

Hearing this made Spidey shout, "WHAT!?"

Just then, footsteps could be heard as Red Skull revealed his accomplice to the lot of them. "Und, zhis man goes by zhe name of Eddie Brock. He played an important role in it!"

Spidey got a good look at the man with Red Skull, as did the members of the Fantastic Four, Fitz and Simmons. "Oh, dear God in heaven!" Invisible Woman said as she gasped in horror along with Fitz and Simmons.

Reed had an un-amused look on his face. "Well, this is...intriguing." he said, bitterly.

"Yeah, you an't kidin' on dat one, Stretcho!" Thing agreed with Mr. Fantastic.

Spidey felt his heart about to pulse rapidly in anger. "But what I don't get is why?" he shot at the German war criminal. "Why target my parents?!" he demanded.

Eddie Brock took the opportunity to break his silence to the boy. "I'll elaborate on that one kid." he said, pointing his thumb at himself. "I'm the man who killed your mom when you were 4 years old!" he admitted making everyone gasp in horror. "Your old man and I were once friends when he was my mentor until your mom came into the picture and I felt like a third wheel. After they got married, I was devastated with a broken heart and I started to hate your father."

Spider-Man felt a bit of tension rising in him. "Like a green-eyed monster? Geez, man get a life!" he said. "Anyway, what's that got to do with my parents disappearance which led to my mom's death at your hands?" Spidey hissed.

"Let's just say that I had a crush on your mom." Eddie admitted. "After all, she's kinda hot."

This made the lot of them cringe in disgust towards Brock. "Oh, gross!" Spider-Man stated.

"Eww!" Invisible Woman added.

"That is absolutely disgusting!" Mr. Fantastic spat.

Thing felt like he was gonna puke, but he didn't. "Wonderful! This kinda crap really made me vomit in my mouth!" he said.

"What the bloody hell is wrong with you man!?" Leo shouted, violently.

Jemma was also in a fit of disgust by this too. "He is such a despicable pig!" she added.

Scarlet clenched his fist in a rage. "I'LL RIP YOU TO SHREDS YOU PIECE OF FUCKING SHIT!" he yelled, as he wanted to charge at the man.

"Scarlet, stop!" Spidey ordered Scarlet to stop, as he held him back a little bit. "There's no need to be rash!"

"But he made a derogatory remark about mo...I mean your mom!" Scarlet said.

"What are you talking about?" he whispered to himself, before refocusing on the man in front of them. "Anyway, what's your deal about my father?"

Red Skull snickered a little bit. "Let's just say that I vas pleased zhat your father vas still alive after zhe plane crash until you mother died at zhe hands of Herr Brock." he told the web-head making him even more shocked and upset. "My team of HYDRA agents captured him und I forced him and his old team from zhe C.I.A. to work for me so zhat HYDRA could build zhe ultimate doomsday device zhat is capable of destroying zhe capital cities of zhe world." he then had a sneer on his face as he continued the explanation. "However, a few years later, your father somehow found a way to escape from us und has remained on zhe run ever since."

Spider-Man and the others had no idea that Dr. Parker was not in the building, but he got the answers like he wanted. Just not how he pictured it. "If that's really what happened, then it'll stay that way for the time being." he was okay with his father hiding from HYDRA and Zodiac.

"At least he outlived his usefulness." Red Skull said. "Herr Brock vas unable to track him down nor has he found him, but zhe doomsday device has been completed without his help."

Spider-Man then focused on Brock again. "Speaking of which, where do you fit in all of this besides killing my mom, Brock?" he demanded. "ANSWER ME!"

"Oh yeah." Brock remembered. "I joined HYDRA to get revenge on your old man for winning your mom's heart, not knowing that their youngest son Peter Parker was the Amazing Spider-Man. Not to mention that you got your mother's eyes." he taunted as Spidey took his mask off, shocking the three members of the Fantastic Four. But then, he brought something else up. "Oh, and about your first girlfriend Gwen Stacy who died at the hands of Electro?"

Peter had tears flowing down his face as he heard about this. The death of Gwen Stacy always made him sad, but he came to a shocking revelation when he heard what Brock was telling him. "What's that got to do with...wait a minute." he said, before pointing his finger at the man. "Are you telling me that YOU hired Electro to take Gwen's life?!" he demanded an answer.

"Yep, I did." he said, bragging about himself.

Peter screamed in rage at the top of his lungs, "YOU MURDERER!" he shouted "I'LL MAKE YOU PAY FOR THAT, YOU COWARDLY MOTHERFUCKER!"

"Hold it! There's more!" said Brock, adding to what he was saying. "Before all this happened, I assisted your dad in working on a cure for cancer, which resided in a substance that we both found in a meteor rock." he told him. "No to reveal the substance, right before your very eyes." he said showing what he was talking about, as a blob of goo crawled all over him making him look like the black goo monster Spidey fought during his first year with S.H.I.E.L.D. and during the time he needed a team.

Peter instantly recognized it. "Oh no." he gasped, putting his mask back on. "The Venom Symbiote?"

"That's right!" Eddie said, in a monster voice. "Before you, Harry Osborn and that Flash Thompson guy came into contact with it, We were the original Venom!" he announced. "And we're part of an alien race know as the Klyntar! A race that has existed since the dawn of time!"

Spidey, Fitz, Scarlet and Simmons were wide-eyed in shock as they heard the name of the alien goo. Mr. Fantastic however was impressed.

"Fascinating!" Reed said.

"Incredible!" Leo added.

"Oh it is." the Venomized Eddie Brock said. "Dr. Otto Octavius stole the Symbiote without consulting me, copied it and mixed it with a sample of Spider-Man's blood in order to create an army of Klyntar and take over the world."

"But me and my fellow superheroes stopped him." Spidey shot back. "Although, I'm surprised that the Symbiote has a real name." he then looked up at the ninja with them. "And Ronin, I'd like to know who you are!" he pointed.

Ronin removed his mask, "Well, since you asked so nicely, I'll tell you." he said. "My name is Alexi Shostakov, I was Natasha's husband during her days in the Red Room."

This shocked Spider-Man even more. "Wait a minute...YOU'RE Alexi Shostakov. Natasha told me you were a test pilot once!"

"Indeed I was."

"Whoa!" Thing said. "Did either of you know dat Black Widow's hubby was still alive?" he said, looking at Reed, Leo and Jemma.

But two of them shook their heads and answered "No!" in unison.

"I didn't know it either, Ben." Reed said.

* * *

As Widow kept crawling through the air vent's, she overheard the whole thing about Eddie Brock being the one who killed Spider-Man's mother, hunting his father down for years, having the hots for Spidey's mom and all that.

"Ugh, I can't believe Brock had a crush on Peter's mother." she muttered to herself. "What a perverted pig." What happened next was the Symbiote retracting it self from her and she used her gauntlets to cut a vent cover off, kicked it at the villain in question, kicked Eddie in the face and landed in front of them. "Sorry for butting in Brock, but now but now that we know the truth, I think it's time to crash this boring party of yours, courtesy of your friendly-neighborhood Black Widow!" she said, using what the web-head would normally say.

"Ey, eto moya liniya!" Spidey shouted in Russian, without him knowing. After he realized what he said, he covered his mouth and asked, "Wait, did I just speak in the Russian language?"

"Da, ty sdelal." Widow said, using her native accent before she went back to plain English. "That's what happens when we share a psychic bond with each other."

 **(A/N: Ey, eto moya liniya means 'Hey, that's my line' in Russian and Da, ty sdelal means 'Yes, you did'.)**

"Besides you acting like me, doing my quips and having shared my spider powers with you?" Spidey asked as the Fantastic Four members were shocked to hear this. "You really do have a point."

"Incredible!" Reed said, as he was surprised to hear this. "This must have happened courtesy of Mesmero and his mind manipulation powers which resulted in the psychic bond between you two, not only did you each posses Spider-Man's powers, but you also have the same aspects of each others personalities as well." he said to the Spiders.

Spidey wondered what he meant by that, "Wait, what?"

"Then that means that..." Widow tried to piece it all together. Next she gasped in shock as she realized what Mr. Fantastic stated.

"AHHHH!" Spidey and Widow said in unison. "I'm you and you're me!"

Everyone in the room was shocked to hear that, even the villains were dumbfounded when they heard that Spidey and Widow were being each other.

"Okay, Stretcho, that's enough." said the Thing. "I think you've shocked enough of us for one day."

"Yeah, I agree with you on that one, Ben." Spider-Man said to his orange colored friend, before turning his head back to Natasha. "In other words..." his mask opened up to uncover his mouth and Spidey kissed Widow on the lips. "I'm glad that you're alright, babe."

Just then, the little red blob crawled out of her bosom, "Me to, thanks to the Symbiote fragment Spider-Woman left behind on my body when we started this mission." she said, cooing to the little blob.

Spidey raised an eyebrow under the mask, "Weird." he said, and he remembered what he went there for. "Oh, and I got something for you that you and your body are gonna love."

"What have you got for me, handsome." Natasha asked, raising her eyebrow seductively.

"This." Spidey held out what looked like Widow's logo. "I'm gonna put it on your belt and press this button." he did so by placing the thing right onto the buckle of Natasha's belt, and pressed it, causing a whole bunch of nanobots to come out of it.

Widow felt some kind of sensation coming up her body. "Whoa!" she yelped "I think my entire body is tingling!" she felt it all over her as she let out pleasurable moans.

Hearing Natasha moan like that made Spidey a little turned on, but shrugged it off. "Yeah, but letting out orgasmic sounds during the transformation of your costume isn't necessary." Spider-Man said, rubbing the back of his head.

"Too late! I think I feel...brand new!" Widow said, as the nanobots formed a new outfit for her. It was still the same color as her other outfits, only this one had bright red-ish lights surrounding her body and on her back was a set of swords that looked like they were out of the Feudal Era of Japan. While at the top of her new suit, her cleavage showed.

"Yeah, that's the point I was making." Spidey said, as he looked up and down Widow's new outfit.

"Wow, that was something." Widow said, getting a good look at her new suit. "Hey, are these my new threads?" she asked.

"Yep! We got new costumes thanks to Fitz, Simmons and Mr. Fantastic." he pointed at the three tech users.

"Which is also a bonus as a token of apology to him." Fitz said.

"Yeah, and I'm also liking the new swords too." she grabbed them from behind her and started swinging them at a robot that came her way, slicing it up. "That was awesome!" she said, feeling an impulse in her. "Sorry. I'm still freaked out a little bit with Spidey's words coming out of my mouth."

"Yeah, really freaky." Spidey said, feeling weirded out by this a little bit.

"You ain't kiddin', pal." Thing said.

Red Skull yelled and said, "Enough with zhe pleasantries! Eliminate zhem all!" he ordered all his men to have their guns on them at any cost.

The mask on Spider-Man's face covered his mouth again as he got ready to fight. "Give your best shot, you ketchup colored bonehead!" he insulted.

"Wrong, web-head! You're our opponent!" Brock said, jumping down to fight them.

"Reed, I'll deal with Brock and neutralize the Symbiote!" Spidey said to the stretchable hero. "The rest of you deal with Zodiac."

"Will do." Mr. Fantastic agreed to the idea. Spidey and the members of the Fantastic Four all charged at Brock and Zodiac as Natasha unsheathed her new swords and pointed them at Ronin who appeared in a puff of smoke.

Ronin got his swords out too as the smoke cleared. "Ah, my dear Natasha, it seems that you are ready to play." he said, coyly. "Just for old times sake."

"No, Alexi, I'm here for payback!" Natasha hissed, as placed her swords in the form of a cross.

"Very well then." Shostakov said, lowering his mask. "Shall we dance?"

"No." Widow narrowed her eyes in hatred of the man, for what he had done to break her heart. "En Garde!"

 **(Seven Nation Army (The Glitch Mob remix) by The White Stripes plays)**

Widow was relentless towards the man who she was once married to as she charged at Ronin, clashing their swords in all out battle. She kept swinging her swords, trying to his his face, but he kept dodging her swings. Spider-Man went after Brock as he went to punch him in full fury for the thing he had done to his life, killing his mother and hunting down his dad like a rabid dog until there was nothing left and hiring Electro to kill his old girlfriend. Brock dodged the punches and smacked him in the back into a wall. "We're gonna enjoy making you suffer, Peter Parker!" he said, bitterly. "For we are...Dark Venom!" he announced his new supervillain name to the web-head.

Spidey kept punching and kicking him, matching him move for move and Dark Venom grabbed his fist as Spidey said, "Sounds like you and the Klyntar are a match made in Hell!" he ranted to the monstrous villain. "Maybe I'll do you a favor and annul the marriage between you both!" he was about to switch to one of his newer costumes, but he got whacked by him with a Symbiote tendril, slamming him to the wall.

"Wrong!" he said, before he did so.

Spidey cringed in pain, "Ow, my nose!" he winced, shrugging off the pain a little bit as he felt even more enraged. "You're definitely covering for my broken nose, you bastard!"

Dark Venom laughed evilly, "Oh, we're gonna break more than just your nose!" he said, denoting there was more. "Better yet, we're gonna break every bone in your body!"

Spidey began thinking of a way to improvise his way out of this situation. He said to himself, "I gotta find an opening so I can at least use the Anti-Symbiote device or at least make a noise to draw his attention..." he was about to finish what he was saying, until Dark Venom used his tendril to grab him and slam him around.

"We think not!" he taunted.

Spider-Man felt a little disgruntled but shook it off. "Shit!" he said, "My Spider-Sense might be useless against this punk!"

"You got that right, webhead!" Dark Venom shouted. "An now we're gonna have fun at your expense!" he chuckled in a sinister manner, as he started to hit Spider-Man so hard, he had him bleeding from the face.

Widow turned around as she saw the boy she loved, crying out in pain from Dark Venom's assault. Widow looked on in anger, "You monster!" she gritted her teeth in anger as she was distracted when Ronin tried to stab her, only for her to jump-flip right over his sword, makes him drop his weapon and grabs him into a cross arm breaker.

Ronin felt a little bit of pain as he was doing his best to get out of the submission hold. "You know what? I have an idea." he said to himself and got himself out of the hold by rolling over to her, grabbing her butt and throws her into the air, but she lands on her feet.

"Hey, don't touch me like that ever again, you pervert!" Widow yelled, slapping him in the face really hard and making him wince in pain, before he grabbed his sword again.

"Nonsense, you're my wife!" he uttered.

"Not anymore." Widow shot back at her now ex-husband. "And you will NEVER have my body again. Not after you threw it all away by staging your own death a long damn time ago!"

Ronin could not believe his ears about what Natasha said to him, denoting that she had found new affection in Spider-Man. "If you love that boy so much, then I will make you cry as you watch him suffer!" he declared.

* * *

Mr. Fantastic, Invisible Woman and the Thing were confronting some of the members of Zodiac, which included Taurus, Gemini, Pisces, Aries, Sagittarius, Aquarius and Virgo. Reed stretched himself over to his wife to help her out against Aquarius and Aries while Thing was going head to head against Taurus.

"Sue, how are you doing honey?" he asked, feeling concerned for his wife.

Susan grunted in pain. "I'm having a difficult time dealing with Gemini, Pisces, Sagittarius and Virgo because they used some kind of weapon to penetrate my invisible force field." she strained as the quartet of villains all used the said weapon to take down her barrier. The weapon looked like a battering ram, but could only be held by four people. Sue turned her head to her husband, "Having trouble taking down Aquarius and Aries?"

"Yes, it seems that Zodiac has stepped up a notch after they were defeated by Spider-Man and S.H.I.E.L.D. not too long ago." Reed said, as he turned his hand into a mace and swung it at Aquarius, only for him to dodge.

"Indeed, Mr. Fantastic and it's only a matter of time before Zodiac and HYDRA conquer the world with an iron fist!" Taurus boasted a little bit, before Thing rammed him with his shoulder, sending him into the wall.

"Yeah?" Thing questioned. "Well, the only rock covered iron fist you're gonna be eatin' 'round here pal, is mine!" he taunted the Zodiac's second in command.

Taurus got back up and revved his hoof, "Then let's agree to disagree!"

Thing put his fist into his palm and had a smirk on his face, "Alrighty then!" he said. "IT'S CLOBBERIN' TIME!" the two charged at each other and began to wrestle one another.

Scarlet Spider saw Spider-Man in trouble at the hands of Dark Venom, so decides to help some of the F.F. before helping out the web-slinger. He first delivered a spear to Aquarius and Aries, assisting Mr. Fantastic.

"Ugh, dammit!" Aquarius said. "That hurt."

"You said it, yo." Aries agreed to that.

Next, Scarlet used his impact webbing to knock Gemini down, before he yanked Pisces over his head repeatedly, tripped Sagittarius down face first and drop-kicked Virgo, before he charged at Dark Venom in a rage. "Let my little brother go you alien-skinned bastard!" he yelled, jumping on Dark Venom, punching him in the face repeatedly.

"GAH! Why you!" Dark Venom winced in disdain as he tried to swat Scarlet away, but to no avail as he chopped him in the arm, dropping Spidey elsewhere.

Scarlet ran over to Spidey as he picked him up. Spidey felt a little disoriented by the attack, but he heard what Scarlet called him. "Scarlet, w-why did you call me brother?" he asked, wanting to know what he meant. "I-I don't..."

"Not now! He's coming!" Scarlet said as a blade came at the two of them.

"Wha..Whoa!" Spidey said, as they dodged the blade before it hit them. They saw that Dark Venom was the one wielding it as his arm. "I see what you mean! He turned his hand into a blade!"

Dark Venom was furious as he kept on swinging his Symbiote weapon at the two Spiders in front of him, "Now we're gonna make you pay!" he declared as he was about to slice them both up, only for someone to shoot him in the back with a laser blast to the back of his heart. "GAAAAAAHHHHHH! Who shot us in the back!?"

"That would be me!" said a voice, which turned out to be the Winter Soldier who was there along with Captain America, Phil Coulson and his team.

Spidey and Scarlet felt relieved by this sort of thing, "Oh, hey guys." he said to them. "It's good to see you join us for this fight, Cap." he turned his head to the star-spangled man with a plan.

"Likewise, Spider-Man." Cap said. "We're here to stop HYDRA and Zodiac! Especially Red Skull!" he pointed at his old nemesis.

Red Skull went down there to join the fight. "Your persistence always angers me to zhe core Captain America!" he yelled.

Cap swung his shield at the villain, hitting him in the jaw. "That's what happens when you constantly threaten our way of life Skull!" he and Bucky both charged at the HYDRA leader.

"We know you were the one who held all the Geneticists hostage, only for all of them to die here in this hellhole!" Coulson jabbed at the villain verbally.

"Except for the fact that Cap and I rescued two of them from being killed." Winter Soldier added to that statement.

"That's good to know." Sue said, feeling relieved for the two Geneticists that got away alive.

"But not good enough." Skull said. "They've outlive zhier usefulness now zhat zhe Doomsday Device is completed!" he pointed at the machine. "Now to dispose of you, once und for all!"

"Zodiac, attack them as well!" Scorpio ordered his squad to fight against the S.H.I.E.L.D. Agents and Captain America as well as the Fantastic Four members and the Spiders.

"With pleasure!" Gemini said.

"After them!" Taurus added, as the rest of them all went after Coulson's team.

"Let's move it!" Cap ordered them, "Stand your ground everyone!"

"Can't say the same for these guys!" Quake said, as she used her tectonic wave on a few of them while she fought a few others who came her way.

Dark Venom healed the wound on him and got back up to fight against Spider-Man and Scarlet Spider, Scarlet kept on dodging until at last Dark Venom grabbed him by the neck and shouted, "We're done playing games with you, Scarlet Spider! Now get lost!" as he threw him across the room into a wall.

"Scarlet!" Spidey shouted with fright before Dark Venom grabbed him.

"And as for you Peter Parker, the kid gloves are officially off!" he said, as he started pummeling him to death.

Spidey felt the pain as Dark Venom whacked him with his Symbiote. Next, Dark Venom grabbed him by the waist and slammed him up and down, left and right and diagonally, Spidey felt the Symbiote crushing him in the abdomen a little bit. "AAHH! NO!" he shouted. "Let me go now!" he demanded, only for it to squeeze him harder.

"We don't think so!" Dark Venom laughed sinisterly at the young man. "We're way too strong for you!" he snarled as he kept on pummeling him.

 **(Song changes as Cry by Big Life (from the Japanese soundtrack of Street Fighter 2) plays)**

There was a standoff between Black Widow and Ronin, as their swords collided with each other Ronin got out his rope and tripped Natasha up.

"I have you now, Natasha!" Ronin said, as he lay Widow flat on her belly.

"What the hell are you doing, Alexi?!" she demanded, as Ronin gripped the rope with all his might.

"Making you watch the boy you have romantic feelings for get pummeled to death!" he stated.

Natasha saw her teenage boyfriend getting hurt at the hands of Brock. "Now watch this Black Widow because the show is about to begin!" he snickered as he spun Spidey around before slamming him up to the ceiling and down to the floor, left and right from wall to wall, diagonally form the scaffolding and punched him in the head and kicked him in the gut. He even resorted to clawing at his face, making him bleed.

"No! Stop it!" Widow begged as she looked on in horror.

Ronin tightened his grip as he said, "Shut up!"

"What we're doing to you kid is the same thing we're gonna do to your old man when and if we cross paths with him again!" Dark Venom threatened.

Peter felt even more angry by this. "You leave him alone!" he warned as Dark Venom crushed him a little bit more.

"Stop it, you're killing him!" Widow begged again, trying to reach for her swords but Ronin kept tightening his grip on her. "Stop it! Stop it!" she cried.

Just then, Scarlet Spider charged at Dark Venom again with a flying super kick to the shoulder as he wanted to make the fiend let go of the wall-climber. "Agh, what? You again!?" Dark Venom said, as he spotted Scarlet.

"L-Let him go!" Scarlet Spider demanded.

"SHUT UP!" Dark Venom shot back at the red colored Spider. "Now back off you Scarlet punk! He's ours!" he swatted Scarlet away to the floor by a doorway.

Natasha could feel tears flow down her face as she was horrified by the way Dark Venom kept pounding her teenage boyfriend to a pulp of blood. "Please, I'm begging you! Stop it!" she cried again, fearing for her boyfriends life.

Ronin mused at the way Natasha was in despair. "Yes, yes, yes! I see the tears dripping from your face." he said, looking at the woman's misery. "They said the Black Widow program in the Red Room was created to make you emotionless, cold-hearted killer. But you were the only one who showed emotion, which made you weak." he tried to spread lies into her head. "Your romantic feelings for the boy not only made you weak but also thawed the frozen heart inside your body and made you human."

Natasha, not wanting to hear any more shot a stinger at his throat and spat at him, "Ostanovit' yego! Prekrati eto, pozhaluysta!" she yelled in her native language. "Piter Parker, ya lyublyu tebya."

 **(A/N: "Ostanovit' yego. Prekarti eto, pozhaluysta." means "Stop it. Stop it, please." in Russian. And "Piter Parker, ya lyublyu tebya." means "Peter Parker, I love you." so you already know that Natasha does care about Peter very much and has renounced Alexi Shostakov in this story.)**

As Dark Venom started to wave him back and forth in a painful way, he then punched him in the jaw so many times, he could feel his mask be torn away yet again before he threw him to the floor. "We're just gettin' warmed up but now it's time to finish you off!" he declared as he pounded his fist into his palm and pinned him to the ground.

In his thoughts, 'I gotta get him off of me! If I don't change my costume into something that has a sonic vibration, I'm done for!' he could hear Natasha words urging him not to give up the fight. 'I can't die here. Not yet. I can't leave Nat and everyone behind without accomplishing my goals just yet. Not without a fight!'

Spidey was about to use his strength to get Dark Venom off of him, but to no avail. "Y-You're choking me!" he said, as he felt Dark Venom's claw grasping his throat.

He turned his arm into a sword and snarled, "Before we give the final and fatal blow, any last words before you die!" he demanded to hear what he was gonna say before he'd kill him.

"I do." a voice said from behind him.

"What?" Dark Venom asked, as he saw Jessica Drew running at him in a rage.

"Bug off you fucking bastard!" she yelled as she jumped over Dark Venom and shot a series bio-electrical web darts at his face, blinding him.

"GAH! Our eyes!" he winced in pain, as it hurt him a little bit, causing him to let go of Spider-Man. "You momentarily blinded us!" he bellowed.

"Your turn, jerk!" Jessica then turned her head over to Ronin and ran at him with a flying kick, causing him to drop the rope that restrained Widow and fall on his back. Then she grabbed him by the neck and threw him around like a rag doll making him fall to the floor again.

"What!?" Shostakov said with fright. "How is this possible?" he wondered.

"Oh it's simple really." Jessica elaborated. "I can do all the things a spider can, but only a little better." she taunted, putting her hands on her hips.

"I think not!" Shostakov shouted as he got back up to fight Jessica this time.

* * *

Phil and his team went over to see that Natasha was still in tears after seeing Spider-Man getting pummeled by Dark Venom. Fitz and Simmons went with him as well.

"Romanoff, are you alright?" Phil asked. "You look like hell besides the fact that you're in a wonderful new costume wielding those cool new swords." he pointed out

Jemma got a look at her face. It was full of despair, sadness and frustration as she remained silent, trying to regain her composure. "She appears to be traumatized when she was powerlessly forced to watch Spider-Man get pummeled nearly to death at the hands of this Dark Venom character."

Mack looked on as he had never seen her like this before. "Romanoff? Romanoff, snap out of it!" he said, but there was no response.

"I don't think she's listening!" Fitz said to the big guy.

"Just step aside and allow me!" Melinda said, as she got ready to hit her.

Fitz looked at this, knowing it was a stupid idea of Agent May. "Melinda, don't!"

Just then, Natasha snapped out of her sadness induced trauma and blocked May's punch before countering with a flipping armbar.

"I'm glad I got your atten..." May said before screaming in pain as Natasha began twisting her arm.

"Don't, May. I'm not in the mood." Natasha hissed.

"Okay, okay! You've made your point Romanoff!" May grunted. "Now let go of my arm! I really need it for later!" she begged.

"As you wish." Natasha sighed, letting go of May's arm and took a few deep breaths.

Coulson and his team were all relieved to have Natasha regain her composure.

* * *

Dark Venom ripped the bio-webbing from his eyes and saw Jessica throwing Ronin into a wall, leaving a hole the size of his body. Dark Venom chased after Jessica as much as he could, though he was not fast enough as she jumped from one wall to another and swung on her bio-electric webbing to evade his claws.

"You stupid girl! We'll get you one way or another!" Dark Venom bellowed.

"Hey, I've been trapped here for a long time! So where's the fun in that?" Jessica said, as she retaliated by sweeping him off his feet to his back by grabbing his legs and hitting him in the calves.

"Shut up!" Dark Venom countered as he shot her back with a blow from the back of his hand. "We were this close from finishing off Spider-Man once and for all until you screwed up our effort of trying to kill him!"

"Speaking of which..." Spidey got up and shrugged the pain off of him and pressed his watch, switching into a red outfit with a big black spider logo on his chest while the parts that were blue went from his head, down his arms, stopping at his hands and were just on his feet while the eyes on his mask were red. "Nope! Not this time!" he said, getting his second wind.

"You're dead meat Parker!" he bellowed. "We'll kill you if it's the last thing we do!" declaring what he was going to do.

"Yeah but do you know what the most annoying sound in the world?" Spidey asked.

Dark Venom squinted one of his eyes, and responded, "That's a dumb question. It's hearing you walk on your own after we beaten, bloodied and bruised the shit out of you!"

"Wrong! This! Sonics, on!" Spider-Man shot a sonic soundwave at Dark Venom, making him whine in pain.

 **(Song Ends)**

"GAAAAAAHHHHHHHH!" Dark Venom cried out, in the agonizing pain he was in. "Sonic vibrations! You're hurting us!"

"Hey, you tried to kill me! So I'm returning the favor!" Spidey shouted as he slowly walked toward the man who murdered his mother. The sonic waves were so loud, they even disgruntled Scorpio and his bunch as they continued to battle against Quake, Sparkplug, Jimmy Woo and the members of the Fantastic Four.

Dark Venom backed away from the web head as he began turning into a blob like substance. "This isn't over web-head!" he warned. "We'll get our revenge on you! You haven't seen the last of Dark Venom!" he then slithered out of the room through a miniature air vent, retreating to fight another day.

Spider-Man shut off the sonic device of his other new costume, watching his family's stalker run off with his tail between his legs. "Count on it, ugly!" he hissed.

* * *

As Red Skull was at a stand still with Captain America, he threw him out of the way and saw that Zodiac was failing at their job. But that was until Winter Soldier charged at Skull with his metal arm and slammed him into a wall, next Ronin was rammed by the Thing. He tried waving his sword at him, but to no avail. Natasha then did a double team move with Coulson and Mack did the same thing, but as a triple team move with Fitz and Simmons. Mr. Fantastic and Invisible Woman knocked Virgo, Sagittarius and Gemini back and Scoprio went after Romanoff, only to be blocked by Winter Soldier.

"So, you're Nick Fury's brother, Max, I take it?" Winter Soldier said, looking at the villain.

"Yeah, that's right, Barnes." Scorpio said back. "I was always jealous of my brother for his success and blamed him for my failures."

"Never should have done that, you idiotic, knuckle-dragging, bottom-feeding waste of life!" Bucky insulted the man as he punched him in the abdomen, knocking him out.

Red Skull looked around him to see that the heroes were regaining the advantage over the villains. "You heroes may have von for now but zhe doomsday device vill still destroy every capital city around zhe vorld und you vill not stop me and HYDRA from succeeding!" he taunted them all as he grabbed the machine and ran off. "Cut off one head, two more shall take it's place. Hail HYDRA!" he said, being joined by his own men when they were heading to the craft.

Spidey saw Red Skull getting away from the scene of the fight.

"Hey, come back here you coward!" he yelled, demanding that Red Skull return to the spot. "I'm not finished with y-you." he then felt a little dizzy and tried to shrug it off, but couldn't.

Jessica then caught him, "Dude, take it easy. You're hurt badly." she said to him.

"I-I'm fine." Peter said back to the one who caught him.

"No you're not." Jessica corrected him. "You almost got killed in a brutal beat down at the hands of that Dark Venom bastard." she then brought him down on his knees. "Just lay down on the floor." she urged, making him rest back first on the ground.

"B-But where's Black Widow?"

Jessica instantly knew who he was talking about. "The Redheaded Russian with really big boobs in a black leather catsuit?" she asked. "She's over there." she pointed over to her as she retracted her swords.

* * *

Quake pulverized Taurus with her tectonic waves, but this time at the last minute, Lance Hunter and Mockingbird arrived with someone else.

"Hey guys, sorry we were late in coming to assist you." Quake said, apologizing for being late. "But we ran into a guy who claims to be the real Ronin!" she said.

"Oh really?" asked Mack.

"Yeah." Quake added.

And it was true. There was a guy standing with them in a blue version of the outfit Alexi Shostakov has on him. Only difference was, there was only one sword on his back. Shostakov saw who it was. "You! Nozomu Akatsuki!" he said, looking at the guy in blue. "I am the real Ronin!" Shostakov claimed. "You are nothing more than a..."

"No, Alexi Shostakov!" the Ronin in blue, now known as Nozomu Akatsuki shot back at him, unsheathing his sword. "There can be only one Ronin in the world." he steadied his foot, with his sword at the ready, having it pointed at the man who did this. "And it will not be you. Now die...BAKA!" he yelled as he ran at Shostakov, stabbing him right in the heart.

"Damn you!" Shostakov said in a raspy voice. "I'll see you all in hell." those were the last words before he lost consciousness forever. Akatsuki pulled his sword out of Shostakov and got out a towel to clean the blood off the blade.

"No you will not." he said, while he cleaned his weapon.

 **(A/N: Baka means Idiot in Japanese.)**

Mockingbird and the others looked on seeing Quake taking Taurus down with the help of the Thing and she did the same thing to the other members of Zodiac, knocking them all to the floor. Natasha saw Peter laying on the ground, resting. She felt worried and race over to him, with Jessica right next to her.

"Peter, are you..." Natasha was about to ask if he were alright, but Peter grabbed her hand in a gentle manner as she rested Peter's head on her lap.

"It's alright, Nat." he said. "I'm still alive, aren't I?"

Natash smiled as she broke down and started crying for him with more tears coming out of her eyes and down her face. This time, they were tears of joy.

Peter stroked Natasha's head. "It's okay Nat." he said, reassuring her. "It's okay to cry."

"Hush, Pete." Natasha said, happily as she sobbed. "I could've stopped Dark Venom from killing you. You would've died." she rested her head over Peter's heart, that was still beating.

"But I didn't. I came all the way here to save you and I did just that." Peter told her as she let her cry on him. "Heck, I'd do it all over again if I have to. I'm only human after all."

Natasha was moved by his words to her. "That's why I love you, Peter." she said, as she cleaned all the blood off of his face and Mockingbird ran over to them.

"Natasha, Pete, are you guy's alright?" Bobbi asked.

"We're a-okay." Peter said to the blonde. Mockingbird facially asked if she could help Natasha boost Peter's head up. She nodded yes and Natasha moved Peter's head in between the laps of Black Widow and Mockingbird.

Yet, deep down, Bobbi felt like she was to blame for this incident. "I'm really sorry about this guys." she said, apologetically turning her head to Natasha. "I wish I could have done more than letting bad things happen to him. Especially when Dark Venom nearly bet him to death."

"It's not your fault Bobbi." Natasha said, making her friend rid herself of guilt. "You did everything you could to help us this far."

Just then, Captain America put her hand on Mockingbird's shoulder. "She's right Mockingbird." he said. "We can still stop Red Skull and his men from using the doomsday device and destroy it before it causes damage to major cities around the world."

Mockingbird felt reassured by what Cap told her. "You're right, Cap." Bobbi agreed with what Cap told her. "Let's find Skull and finish the job."

"Wait." Peter said, holding that thought. "Before we do, I got a couple of questions for Scarlet Spider." he said, pointing at the guy in question as he walked toward him.

"You wanted to ask me something?" Scarlet asked.

"Yes, I did." Peter started off. "Why did you want the information on where my dad was? And more importantly, why did you call me 'brother'?"

Scarlet let ought a deadpanned sigh and took off his hood. "I guess I have no choice but to tell you the truth do I?" he pulled off his mask, revealing a familiar face to Peter.

"Kaine?" Peter said, instantly recognizing the guy.

"Yes, Peter. I didn't want to alarm you, but my full, real name is Kaine Parker." he said, revealing his name to Peter. "I'm your long-lost older brother."

This news shocked Captain America and the Fantastic Four members to the very core as it also shocked Peter deeper than anyone would think of.

"What?!" Peter shouted in surprise.

"Oh God!" Sue said, gasping.

"You're my...BROTHER!?" Peter asked again, loudly this time before turning his head to the ladies. "Is this true?"

"Every word of it I'm afraid." Widow said, confirming it.

"Yes, like it or not little bro, you and I are related."

"You got dat right." Thing said. "I can see the resemblance between you both."

"One had short brown hair all the way, while the other one has his hair all messy and with a blonde streak in the front." Mr. Fantastic added.

"Um..Kaine, I didn't know that you were Spider-Man's big brother." Captain America said.

Peter had not known about this. He always thought that he was an only child, but now he feels like his world has completely changed. Only not quite how he pictured it. "But why didn't you tell me about that sooner?" he asked, feeling his eyes begin to water.

"Because I didn't think it was the right time to tell you that you and I were bound by blood when we first met." Kaine admitted to him. "Here's my story. Before you were born, when mom was still pregnant with you, they spent so much time in the C.I.A., they started neglecting me and either treated me like a second child or invisible. After leaving me behind when they went to work for the C.I.A. one night, I decided to run away after realizing that we'll never be a family ever again."

After hearing Kaine's backstory, Peter felt even more confused and could not believe what was said. "But why? Why did you run away from home and from me and our parents?" Peter asked again, tearfully.

"Because I couldn't stand our parents constantly working for the C.I.A. all the time while I waited every day and night for them to come home!" Kaine shouted, admitting how he felt. "I'm so sorry. I was being bitter at the time."

Inside, Peter was angry about his brother abandoning his family in the past, but that didn't matter to him. "It's cool big bro. Go on." he then muttered "I can't believe I said that."

Kaine took the opportunity to finish his story. "Anyway, years later after I ran away from home, I stopped in Phoenix, Arizona where I collapsed in the desert and got bitten by a poisonous spider." he continued. "I was about to die in the desert until a passing motorist came by along with a woman. That motorist was Dr. Jonathan Drew and the woman was his wife Miriam Drew. They saved my life and took me in after that. After Doc Drew used an untested serum on me, I got my powers and used them to fight crime in San Francisco where I was living at the time. And in return for living with them, I promised to help them find their missing daughter and I intend to keep that promise."

Jessica felt a little startled by this as she heard the names Kaine mentioned, as she grasped her head with her right hand. Peter wondered if something was happening to her. "What's wrong, miss?" he asked. "You look like you've seen a ghost or something."

"I-I-I remember now." she said. "Dr. Jonathan Drew and Miriam are my parents. They were looking for me the entire time!" she felt excited to hear that sort of news, which shocked Kaine a little bit.

"Whoa, hold on a minute...Are you telling me that...YOU'RE Jessica Drew?!" he exclaimed and she nodded.

"Okay, that makes sense to me." Peter said.

Widow did not understand this a bit, "If that's true, then what are you doing here, Jessica?" she wondered.

"HYDRA kidnapped me, held me prisoner for years and preformed weird and freaky experiments on me which gave me the same powers as Peter and Kaine Parker, except for the fact that I also have bio-electric venom blasts."

"Wow, I guess that makes you a Spider like me, Nat, Kaine, and Mary Jane." Peter said.

Widow looked down at Peter, "Yeah, but only in our unique way." she said. "Except for the fact that you and I are both connected to each other more than ever."

"I guess so, and I also should point out that I transmit a chemical that makes men very attracted to me It gets a lot worse when I'm under stress, like during battle. But, I'm able to control my pheromones nowadays."

"Intriguing." Mr. Fantastic said. "Maybe after years of being here you found a way to control these pheromone powers of yours, Ms. Drew."

"Let's not get all formal. Call me Jessica."

Kaine took a while to process this and at first he never knew of anybody who had pheromone powers besides Zebadiah Killgrave, the Purple Man, but was amazed to find Jessica Drew in the hands of HYDRA all along. "Guess I really kept my promise to your dad to find you Jessica." he said, putting his hand on her shoulder. He looked at her lovingly. "When this job is over, I'll take you to your parents. I'm sure that they'll be glad to see you again after so many years."

"Sure!" Jessica said, agreeing to what Kaine thought about. "I would love that."

After hearing about this a little bit more, Peter started to remember all the times Kaine had been by his side as the Scarlet Spider. He did not know that Kaine found fame as a superhero in the bay area of San Francisco and that he had Dr. Drew and the missus helping him out during those times. It was then that Peter got Kaine's attention. "Hey, Kaine." the guy rushed over to him and Peter said, "After hearing your side of the story and remembering about the times you were there for me when we first met, I decided to accept you as my biological brother." he grabbed Kaine's hand like he was making a deal with someone. "So, in return, Black Widow and I need your help of going after HYDRA and trash the Doomsday Device before it goes off blowing up everything in sight."

"Say no more, bro." Kaine said, placing his mask back on. "I'll gladly help you stop those punks!"

"Now that I'm free, count me in too." Jessica said, denoting that she was gonna help too.

"Looks like we'll give you some more backup after all." Coulson said as he went over to him, Mack, Quake, Fitz, Simmons and Lance all nodded.

"You got that right, mate." Lance said.

Mockingbird nodded, "Yeah, totally."

Sparkplug agreed too as Cap and Winter Soldier walked over to the young Spider hero along with Mr. Fantastic, Thing and Invisible Woman.

"We're in too because Bucky and I have a score to settle with Red Skull." Cap said.

"Yeah, for old times sake." Bucky added to that.

"Sure, why not." Reed agreed to help too.

"That's fine with me." Sue added.

"That's good, cause I still got some clobberin' to do!" Thing said, cracking his knuckles.

Peter felt glad that the people around him were there to help when he could not do it alone. Just then, Human Torch flew on into the place too late to stop Zodiac. "Sorry I'm late guys!" Johnny said. "I was busy turning up the heat on these HYDRA chumps. Especially when they used their tanks to fire a whole lot of heat seeking missiles at me."

Thing was a little shurgged by it, "You were just showin' off, flamebrain."

"And regret nothing of it, thank you very much!" Johnny shot back, before turning his head over to Black Widow's bust size. "And wooooooo weeeeee! My, my, my Black Widow!" he said, flirting with the redhead, which kinda irritated her, but she wasn't moved. "I see you've gotten way hotter than before because you raised my temperature some more with those jugs of yours, and their bigger than Rockheads balls." he put his arm around her and continued to flirt. "So what do you say we..." he ended up getting slapped in the face by her.

"Sorry but I'm taken." Widow told him like it was.

Johnny was dumbfounded when he heard that from Widow' mouth. "By who?"

"Why don't you ask the boy laying on my lap?" she said, pointing down at the guy on her legs.

"What?" Johnny sputtered a little bit when he saw who it was. "Spider-Man? Who looks like a...nerd?"

Sue flicked her brother in the nose because of how he described the teen. "Johnny!" she scolded.

"What? He is!" he complained.

"At least I got me a babe that's a perfect 10 while you were juggling women around like juggling balls." Peter shot back at him, jokingly. Johnny huffed and felt defeated. Widow and Mockingbird helped Spidey up to his feet and he put his mask back on. "Anyway, let's get Skull and make him pay!" he said with determination.

"I will lock Scorpio and his Zodiac up." the blue Ronin said. "Good luck, Peter-san." he bowed to Spidey.

"Thank you, Aoi Ronin-Sama." Spidey bowed back.

"Please, call me Nozomu." the guy said.

* * *

As the good Ronin was tying Zodiac up, Red Skull and his men got into a ship that looked looked similar to the one Zodiac used, only this one had the HYDRA logo on it. He then launched the ship into the air and pressed a button that connected him to Mysterio.

"Herr Mysterio, do you read?"

 _"Loud and clear, Red Skull."_ Mysterio said on his section of the link. "What has happened?"

"It vould seem zhat tzhe girl zhat ve vere experimenting on has revolted und broke out of HYDRA custody." Skull told the man in the helmet about what had been happening. "Herr Brock has taken off, und is heading for your place."

Mysterio was disgruntled by how he put it a little, _"What? Why?"_

"He failed to kill Spider-Man who now knows zhat his father is on zhe run." Red Skull added. "But he does not know vhere he is."

 _"Hmm."_ Mysterio said to himself. _"Very well, I will wait for Brock to get here. Anything else I need to know?"_

"Zhe doomsday machine is ready to be tested. Und I shall use it on a very popular city...Zhe Times Square section of New York!"

Mysterio gasped _"Brilliant!"_ he said.

 _"You'd better hurry, Skull! The kid and that Russian bimbo of his are on you're tail."_ said Carnage as he spoke into the comm-link, denoting that he was looking at the tracking systems. _"Even if that doesn't work, we'll still have another chance to take down the Spiders."_

"Of course." Skull agreed to that as his ship zoomed away.

* * *

On the way back to New York, Peter went over to Kaine and they both had a conversation with Winter Soldier and Captain America. Sharon and Katie joined the conversation too. Maria piloted the jet as the Fantasticar followed from behind, MJ and Natasha soon became fast friends with Jessica and MJ got the rundown on Mockingbird's days with Lance as well.

"Hey, Bucky, my little bro and I were having a brief conversation and we were thinking if it would be alright if we called you 'Jim'?" asked Kaine.

Bucky thought long and hard about it, no one had ever called him that name in a very long time. "Yeah, yeah, sure, why not?" he asked, favorably. before turning his head over to Cap, who was admiring Sharon from afar, "So you two are hitting of, eh?"

"Yep." Cap said. "And who knows, maybe one day Katie will like having her for a stepmom."

Winter Soldier rubbed the back of his neck, "Only time will tell."

Jessica got into the loop of how MJ and Kaitlyn got their powers.

"So, let me get this straight." Jessica said, trying to put the pieces together. "Mary Jane Watson, you got your powers from a copy of the Symbiote that called itself Carnage and adopted the identity of Spider-Woman?"

"Yep." MJ said. "But before all that, I was overtaken by the Symbiote when too much of it got on me. Turning me into the Carnage Queen." she remembered that time when she went evil. "That was due to Michael Morbius tampering with a sample of the original Symbiote and mixing it with Peter's blood. But thanks to Peter and our other friends, Eugene 'Flash' Thompson/Agent Venom and Harry Osborn, at the time the Patrioteer, I was freed."

"But then you went to Dr. Curt Connors and he's been monitoring your progress after you discovered that part of the Symbiote was still bonded to you."

"Yeah." MJ continued.

Kaitlyn then went up and broke the ice about herself. "I got my powers when I was in a pod for so many years." she said. "HYDRA cloned the Super Soldier serum and a sample of Captain America's DNA that they stole."

After hearing about this, Jessica was stunned to hear that. "So, how is it that you called that Winter Soldier guy your uncle?"

"Oh, Captain America is my dad."

Jessica was astonished by what she heard. "You're his daughter?"

"Yep."

"Who knew?" Jessica said, shrugging her shoulders.

Arachnid turned over to Sharon, "Hey, mom. Who's this guy you brought with you?" she asked pointing over at the Asian American man with her.

Sharon then turned her attention to her figurative daughter and brought Jimmy in to join her conversation with Mary Jane, Katie and Natasha. "Oh, guys, I want you to meet Jimmy Woo, he's the leader of a S.H.I.E.L.D. branch called the Agents of ATLAS." she introduced the man to them all.

"Agents of ATLAS?" Arachnid wondered, as she rubbed her finger on top of her head. "Jeez, I've never heard of them before."

Jimmy began to explain his backstory, "Perhaps I can explain that part." he started off. "Before I formed the Agents of ATLAS, I used to work for the FBI in the 1950's and saved the life of President Dwight D. Eisenhower." Widow wasn't surprised as she had read Woo's file while MJ, Katie, Winter Soldier, Kaine and Peter were absolutely shocked to hear the Jimmy had been displaced in time. "After that, I was authorized to assemble a special rescue team called Department Zero and recruited other super beings. Such as Ken Hale/Gorilla Man, Venus, Bob Grayson/Uranian, who at one point called himself Marvel Boy, M-11 the Human Robot, Delroy Garrett Jr./3-D Man and Namora, who happens to be the cousin of Namor the Sub-Mariner. And due to our connection to the Atlas Foundation, we are known as the Agents of ATLAS."

In his thoughts, Spidey said, "I didn't know that Jimmy was an FBI agent in 50's. Or that Namor had a cousin."

The girls were all impressed by this sort of thing. "Wow, Namor's cousin sounds amazing." MJ said. "I wonder if we'll ever meet her."

"I'm sure you will." Jimmy said, assuring that they will meet her and the Agents of ATLAS someday.

"Knowing Nova, he'd probably flirt with Venus." Spidey joked.

"Oh, Namora would be dismissive to him if he tried that." Jimmy pointed out.

Jessica had not known who Nova was. "Um, who's Nova?"

"His real name is Sam Alexander, he's part of my little bro's team, the Web-Warriors." Kaine said.

MJ walked over to Peter, "So, Kaine was Scarlet Spider all along?"

"Yeah." Peter said, "And believe it or not, he's my long lost older brother."

MJ was shocked to hear this, as was Katie. "Whoa, this is a surprise."

Maria spotted Red Skull landing his ship, and saw where he was going, but what she saw stunned her completely. "Hey, everyone look!" she said, getting everyone over to the front window of the ship. "There's Red Skull in his power armor." It was true, Red Skull was in an armor suit that looked similar to Iron Man's suit, only it had the HYDRA logo on the chest. "And he's about to set off the Doomsday Device on Times Square!"

They all looked in horror as Red Skull exited the ship along with his men in tow. "Over our dead bodies!" Spidey said venomously. "It's time to end this once and for all!" he added.

"My thoughts exactly, Spider-Man!" Captain America agreed with Spidey.

"Hold on to something guys cause it's gonna be a bumpy landing." Maria said, as everyone grabbed onto something to hold as she made it abruptly bumpy. Cap and Bucky held themselves inside their seats, as did Sharon, Arachnid and Spider-Woman. Coulson's team held onto a few bars that were hanging from the ceiling as Black Widow landed on Spidey.

"Um, Widow." Spidey said, as he got a look at where on him Natasha landed. "That booty of yours fell on my manhood." he started to feel his face burning under the mask.

Widow also blushed a bit as she looked behind her. It was true, her butt was over Spidey's manhood. "Yeah, I kinda noticed that." she said, seductively moving her rear on him.

MJ looked at this, "Awkward." she said with her eyebrow raised under the Symbiote mask.

* * *

The lot of them exited the ship as they caught up to Red Skull and his HYDRA soldiers on the rooftop of the main building of the Times Square area.

"Give it up, Red Skull!" Cap warned. "We've got you surrounded!" he added as Skull found himself surrounded by the Fantastic Four, Coulson's team of S.H.I.E.L.D. Agents, Maria Hill, Sharon Carter, Winter Soldier, Spider-Man, Spider-Woman, Black Widow, Scarlet Spider and Jessica Drew.

"You're too late, fools!" Red Skull said, putting the device down and turning it on. "Zhe Doomsday Device has already been placed und ready to fire in 5 minutes! You cannot stop it from causing destruction!"

"Actually, I saw the red light turn green." Spidey remarked as he saw the light on the device change. "And green light means...GO!"

They lot of them all started running at the HYDRA soldiers and Red Skull at the same time. The timer was set to 5 minutes

"It's Clobberin' Time!" Thing said, ramming his way through the soldiers.

"Fools! Give it your best shot!" Skull taunted.

* * *

Down below, Whitney Chang and her van arrived on the scene to get all the coverage. And a few Police cars were zooming over to the sight, full throttle.

"Are we rolling?" Whitney asked, fixing her hair.

"Rolling." the camera man confirmed.

"This is Whitney Chang, reporting live from Times Square where a battle between Spider-Man, the Fantastic Four, Captain America and Black Widow of the Avengers and what appears to be a group of Spiders presumed to be connected to Spider-Man vs the Terrorist Group known as HYDRA led by the notorious Red Skull who is wanted for crimes against humanity takes place in what appears to be a struggle over some kind of doomsday weapon and possibly the fate of the world." she said, before a woman with long blond hair in a ponytail and blue eyes, dressed in a maroon long-sleeve shirt and pants while a set of high heel boots was on her feet exited the police car and with her came a policewoman with short light brown hair and blue eyes, dressed in a NYPD shirt, a jean jacket black pants and had an NYPD badge around her neck. And with them was the NYPD's S.W.A.T. team. All of them were dressed in the standard uniforms they would have for special cases. "And the NYPD under the orders of Detective Jean DeWolff are supervised to protect the crowd while the S.W.A.T. teams are ready for what else might happen."

 **(Blind by Korn plays)**

Cap, Winter Soldier and Sharon Carter went after a team of HYDRA Agents that came their way. Mockinbird, Lance and Quake took a few of them down as Mockingbird used her staff and Lance used his ICER gun. Quake used her tectonic powers to send them flying to the ground. Mack used his fighting background as a means to give the HYDRA goons that came at him with only nightsticks the smack down. Maria used her martial arts skills to knock several of them down into a dumpster below the building. Sparkplug shocked a few into submission as Spider-Woman used her Symbiote to throw them off the building and into a few dumpsters as Fitz and Simmons took a few more down by tripping them up. Scarlet and Jessica knocked a few HYDRA goons away along with Sharon Carter and Arachnid. Cap then swung his shield at a few more when Bucky fired his gun at them. Spider-Woman whacked more with her Symbiote as her and Widow pulled a double team move on them and high-fived each other.

"Jessica, we gotta find a way shut that gizmo down or millions of New Yorkers are gonna die!" he said, pushing a HYDRA soldier away and knocking him out before he and the girl ran over to the machine. She also got a look at the timer as is said 30 seconds on it.

"Let me do it!" Jessica said, urging him to stand back. "I think I'm familiar with the wire layout because I've been locked up by HYDRA for so long." Jessica then pulled the panel covering the wires off of the device and saw the different colored wires inside of it. "But since we're running out of time"But since we're running out of time, I guess I'll have to pull all the wires out."

Kaine had a disgruntled look on his face. "I don't that's a good..." he stopped speaking when he saw Jessica do so. "Jessica, no!" Scarlet shut his eyes as he waited for the explosion to go off. But he opened his eyes and nothing happened.

"You were saying?" Jessica said, sticking her hip out in a wade that made Scarlet blush a little bit.

But Scarlet shrugged it off. "Never mind. Just don't do that again." he said, patting the dark haired woman on the back. "In other words, you did it."

"Thanks." Jessica said, hugging Scarlet. This made Scarlet's heart beat a little faster and he hugged her back.

* * *

Red Skull was trying to prove he was more than a match for the popular superhero team of Manhattan as the Fantastic Four were doing their best to try and take him down into the gutter. Mr. Fantastic stretched his body around the villain and felt like he had him trapped. Invisible Woman had placed an invisible shackle around his ankles.

"We've got you now Red Skull!" Mr. Fantastic said, as he trapped him. "The Doomsday Device has been shut down! So I suggest that you surrender while you still can!"

Red Skull broke out of Mr. Fantastic's grip. "NEVER!" he shouted, knocking Mr. Fantastic back a bit and made him fall on his wife as she was catching him.

"I'm sorry, Reed." Sue apologized to her husband. "But his super armor penetrated my force fields."

"Don't blame yourself, Sue. It's not over yet." Reed reassured his wife.

Human Torch flew around Red Skull as Thing measured him for a different attack. Johnny then shot a ring of fire around Skull.

"Fools! Is zhat zhe best you can do?" Skull taunted as he put the fire ring out with a water cannon he had in the armor. He then dodged the bolts of fire Human Torch shot at him.

"Dude! Would you just hold still?" Johnny complained as he kept shooting off.

Thing felt like he was getting hit by said firebolts. "Hey, matchstick! Knock it off, will ya!?" he yelled. "You're flames are hittin' me in the friggin face!"

"Then move outta the way then!" Johhny told him.

"Shut up!"

"No, you shut up!"

"I said it first!"

"Did not!"

"Did too!"

"SILENCE!" Red Skull said, hitting the both of them in the jaw and sending them to the ground. "Insufficient fools!" he yelled.

Spider-Man looked on as he saw the F.F. getting their asses handed to them by the Red Skull. He then turned his head over to Black Widow and decided on a new strategy. "Widow, I've got it!" he said. "If we're gonna beat Red Skull, we'll have to use our new costumes!"

Widow nodded at him. "Then it's time to change things up a bit."

"Yeah, like our bodies haven't been going through enough changes already." he muttered as he rolled his eyes under the mask. "Alright, let's do this!"

Spidey pressed his wrist and Widow pressed her belt as the Nanobots swarmed them and changed them into their new main outfits. Spider-Man was in an outfit that had his traditional reds and blues, but with a big white spider logo on his chest and on his back too while he had white boots on the legs with red on the front while there was other red parts on the sides of his upper legs and what looked like a belt going around his waist. Black Widow was dressed in a black skin-tight outfit while she had her gold Widow Stingers, however the thing that was different about this outfit of hers was that she had black biker gloves on her hands, red boots on her feet and a brown jacket over her body that had her logo on the shoulders and on the back.

"Whoa!" Spidey said, liking his new threads. "My costume keeps on upgrading! This one is even better than my old one."

Widow looked at the outfit she was wearing, and was a little bit befuddled by the way it looked. "And mine looks like a rip-off from that movie based on me and the other Avengers." she said, as she felt the fabric. "Red boots and a brown jacket are not my style, but I suppose that it'll have to do."

"Oh, don't worry about it Black Widow, there's plenty more sexy costumes for you where "that" came from." Spider-Man added, poking on Widow's huge breasts.

Widow had a smirk on her face, "Very kinky of you, if you ask me." She said, grinning in a seductive way.

"I know." Spidey whispered. "Time to take him down!" he said to her, shooting his web-line out and grabbing Widow by the hips and swinging up to where Red Skull was at.

"You fools!" he said. "You may have foiled my plan zhat is years in zhe making but I vill not let it all go to vaist in vain!" Skull added as he was about to fire a set of weapons on the Fantastic Four.

"Hey, bonehead, it's payback time!" Spider-Man yelled, as he swing-kicked the villain right in the head. Then he and Widow landed on their feet.

Skull stumbled a little bit before regaining his focus as he saw the new outfits the two Spiders were wearing. "You'll pay for zhat you fools!"

"Bring it on!" Spidey and Widow said in unison. The two of them bolted at Red Skull and he rampaged at them. The three of them started fighting, as it was a back and forth battle with Spider-Man using a moonsault on him. Red Skull countered with a throw as Widow used her gauntlets to call out a set of laser blades to cut the armor Red Skull was wearing.

Back on the ground floor, the people began cheering for Spidey and Widow to defeat the bad guy. Some were even chanting his name and saying things like "GO GO SPIDER-MAN!", "BLACK WIDOW ROCKS!" and "SPIDEY AND WIDOW 4-LIFE!" However, J. Jonah Jameson was in the crowd and not at the DBC building to see the action up close and personal. And he did not like how the people were reacting to this one bit. "Hey, why are you morons chanting that webheaded menaces name!?" he demanded an explination. "You of all people should know that Spider-Man's a criminal! He needs to be arrested, locked away in prison and throw away the key! Did you remember the time he tried to destroy the city not too long ago!?"

One of the bystanders shouted at Jameson, "GET LOST YOU MOTHERFUCKER!" in a vile manner. "I DON'T WANT TO HEAR WHAT YOU THINK OF SPIDEY!"

* * *

Meanwhile on the rooftop of the building, Spider-Man and Black Widow did their best to keep Red Skull at bay and he kept on fighting back at them. Widow did a spinning kick combined with her ballet style, she then used a new move she learned from Spidey. She grabbed Skull's arm, flung him around a little bit and then threw him into the air, catching him with her legs and then slamming him to the ground.

"Widow, double team!" Spidey then thought up and relayed to Black Widow.

"Comin' right up!" she said, as she and Spidey then got ready for their double team move. First, Widow did the Shock Bite, then she had Spider-Man do the Bungee Bash as Widow jumped off of Spidey's shoulder to do the Convert Strike and then the Twirl Strike on him as Spidey did the Maximum Spider on him and last but not least Widow used her Hyper Covert Catch to slam him down hard.

"It's over, Red Skull! You've lost!" Spidey said as he and Widow pointed their projectile weaponry at him.

But Red SKull refused to be defeated. "NEVER!" he bellowed. "Not until I decided it is!"

"I don't think so, Red Skull!" Captain America swung his shield at Skull and it came right back to him. Cap then bent down and shouted "NOW!" to Arachnid.

"Here's something that I learned!" Arachnid said, as her dad launched her off his shield, into the air and kicked Skull in the chest, knocking him to the ground. "Never mess with the Web-Warriors or my dad!" she pointed her thumb at Cap.

Skull got a look at the girl. "You have your fazher's strength."

"Yeah, like father, like daughter." Arachnid said, high-fiving her dad.

Skull then noticed that Spider-Woman grabbed him by the leg and said, "Guess you won't be needing this anymore!", as her Symbiote began covering Red Skull's armor as if it were disintegrating the suit but not the man in it.

"No!" he said as Spider-Woman let him down and Red Skull was out of his armor. "My armor! Vhat have you done vith my armor!?" he demanded.

"It's quite simple really." Spider-Woman stated. "My Symbiote devoured it. It got a little hungry."

"I vill not be defeated zhis vay!" Skull said, when he tried to get away from the lot of them.

"Ah hem!" Spider-Woman said, clearing her throat. "Going somewhere, ugly?" she taunted in a witty banter.

Winter Soldier then went over to the madman and had his gun pointed at his head. "I have you right where I wanted you, Red Skull." he said, venomously. "And I've waited a long time to do this!" he had his finger on the trigger.

"Go ahead. Shoot me!" Red Skull dared Winter Soldier to shoot his head clean off his body. "Go on, pull the trigger und kill me! You know you vant revenge!" Winter Soldier had a battle happening inside of his mind, whether he should shoot the man or not. "Shoot me! SHOOT ME!" Skull bellowed again.

Winter Soldier put the gun down and said, "Nah, it would be way to damn easy. SO instead, I'll be doing this!" he then swung his fist to his jaw and sent him to the ground.

"D-Damn...you." Skull said, before he lost consciousness.

"And he's down for the count!" Spider-Man said, as he looked over at Winter Soldier as his mask retracted a little bit. "Thanks for helping us, "Jim"."

"No problem." Winter Soldier said, smiling at him. "Besides, no one's called me Jim or James in a long time."

 **(Song Ends)**

* * *

The lot of the dropped down to the ground area and saw the crowd cheering them on and chanting their names.

Spider-Man liked the sound of that. "Thank you everyone! No autographs, please!" he felt a little warm inside.

However, J. Jonah Jameson rushed over to him and had an angry look on his face. "Spider-Man! I knew you were up to no good again!" he yelled in his face, poking his chest. "First, you tried to destroy the city numerous times and now, you went to a new low by having a doomsday device be placed and threaten to have it blow up the entire city!?" he yelled.

Spider-Man shook his fist in anger. "Get a fuckin' life, Jameson." he said back at him. "I've already proven my worth in this city! All of the so-called news reports by you about me being a menace doesn't hide the fact that you're a green eyed monster of a loudmouth who is constantly jealous of me because I made a difference for these people more than you'll ever have in your life!" he yelled at the man with the Hitler mustache.

"Hogwash!" Jameson shot back, refusing to listen to anything the web-slinger had to say. Scarlet was shaking his fist in anger this time as he saw how his little brother was being bullied on by that Jameson guy "That's your excuse for being a masked vigilante who is nothing more than..."

"Sorry, but I just can't take it anymore." Jameson was cut off when he heard the voice of Scarlet Spider behind him as he tapped him on the shoulder and gave him a punch to the face followed by a superkick to the jaw in full rage, knocking Jameson to the ground. This had everyone stunned and yet glad at the same time. Cap, Bucky, the Fantastic Four and Black Widow were even shocked themselves. "Y'know Scarlet, I was about to give Jerk Jonah Loudmouth a bunch of fact check until his brain goes bankrupt!"

"Looks like I gave you a hand on that one, bro." Scarlet told him.

Jameson winced in pain and looked at the one who kicked him. "What!? Another Spider-Man?!" he wondered feeling bewildered. "In crimson!?"

Scarlet then kicked him in the ribs. "Shut up asshole! The name is Scarlet Spider, and don't you forget it!" he hissed. "The real reason why you bullied, berated and hated Spider-Man and called him a menace so much is because your first wife was murdered by a man in a ski mask when you refused to drop the story about crime and corruption long ago! You have hated masked men ever since that day! Yet you idolized Captain America!"

 **(A/N: I read about it on the internet. Plus, Jameson turned Mac Gargan into the Scorpion.)**

This made everyone in the crowd gasp, even the other heroes were shocked to know that. They had no idea that this was what Jameson really felt. But, Jameson tried to defend himself and not admit it. "Well...um...that's because Captain America's a better hero that web-head will ever be!" he said, trying to get everyone's trust again.

But Captain America stood out in front of Spider-Man. "I disagree!" he said in a civilized manner, not wanting to snap in front of the public. "Spider-Man is a hero like the rest of us." he waved his arm to the Fantastic Four, Spider-Woman, Scarlet Spider, Black Widow and Winter Soldier at the same time. "And your anti-Spider-Man campaign will be your undoing one way or another!" he stated to the man firmly.

Melinda May walked up to him with her fist at the ready, "And it goes a little something like this." Agent May swung her fist at his face, hitting him so hard he was knocked to the ground once again.

"Ah, shit! That's definitely gonna hurt in the morning." Jameson said, wincing in pain a little.

"Now I feel much better." Spidey breathed a sigh of relief as the women with the NYPD showed up along with a man who was dressed in an astronaut uniform with short blonde hair and brown eyes.

"Cap, Black Widow, Fantastic Four and Spider...Men, my name is Detective Jean DeWolff of the NYPD." she introduced herself and her partner to the heroes. "And this is officer Carlie Cooper." the policewoman waved at them. "We've also brought Col. John Jameson with us who would like to have a few words with his now estranged father."

J.J. saw that the man they brought was in fact his son, John Jameson. He was the astronaut Spider-Man and his team were sent to rescue on the moon once before. "Son? What are you doing here?"

John went up to his old man and said, "Oh, nothing much dad. I'm just here to tell you that you are disowned from our family because you wouldn't let go of your hatred for him!" he pointed at the web-slinger when he said that.

J.J. was wide-eyed in shock when he heard something he never thought he'd hear his son say. "What? You can't be serious, son!" he got up and yelled. "I brought you into this world and I'm gonna take you out of it if I have to mister!" he threatened, by John was not moved as he stared in anger at him. "Didn't you remember what that wall-crawling menace did to you?!"

"Of course I do!" John shot back. "He saved my life, even after I was turned into a Man-Wolf! Just like he saved all of these people on numerous occasions!" he pointed at the people in the crowd next, making his father even more shocked. "But you refused to accept him as a hero because he, unlike you and all the bad guys he's fought against over the years, cares about everyone other than himself!"

The people were stunned to hear that John Jameson, the man who was a hero to the public was turning his back on his own father. "Okay, picklepuss! All the things that they said about you, are they all true?" he wondered. Jameson did not answer, feeling nervous. "Either you come clean right now or you get humiliated in two different ways." he threatened. "One, you get your clock cleaned by me, or Two, I'll just plainly pull your underwear over that flattop head of yours!"

J.J. was still very nervous by all the angry stares he was getting from the crowd and the other heroes. "Alright, alright I confess!" he yelled to the heavens. "All the things you said about me were 210% true! And I also did it for the ratings to make Daily Bugle Communications the number one news channel not only in New York, but around the entire world too!" he confessed. "That was the only way to drive Spider-Man away from the scene and out of town forever in order to get him to go back home! But he always prevailed and failed about a thousand times! So I kept trying and trying and trying again until my goal was achieved! Are you happy now web-head!?" he yelled at the young man.

Spidey nodded, meaning yes. "Just so you know, Jerkwad, this is my home!" he stated firmly. "Not to mention that you also bullied the lovely but deadly Black Widow too, by making deprecatory sexist comments about her in front of everybody!" he brought that up too.

Jameson turned his head to Black Widow, not wanting to look at the watermelons on her chest. "Okay, you got me there too!" he confessed again. "So, no hard feelings?"

Black Widow slapped Jameson in the face really hard. "Now we're even, asshole!"

"Ow, that hurts!" he winced in pain. The people were all booed at J. Jonah Jameson for what he was trying to do to the hero of their city and they all started throwing garbage at him. Including beer cans, soda bottles and so forth. "What the hell! HEY!" he shouted as the people continued throwing garbage at him as he was being berated by everybody in the crowd.

The people who were throwing their trash at him all shouted things like "LEAVE SPIDER-MAN ALONE!", "GET OUT OF OUR CITY, YOU SLANDEROUS PUNK!" and "YOU'RE A MOTHERFUCKING SCUMBAG!" at him.

Spider-Man and the others mused at this. "Looks like Jerk Jonah Loudmouth is finally getting what he deserves." he said, before turning his attention to Black Widow. "And the best part about it is that I don't have to put my hands around that annoying throat of his." he put his arm around Widow's hips again. "Except that I can gently put my hands on your body." he said, flirting with the woman.

Widow took his hand off her hip and said, "Easy there, loverboy." seductively.

Jameson was getting hit in the head by the soda cans and beer cans that were thrown at his head. "Hey stop that!" he demanded, but the people wouldn't listen as they kept booing at him. "I got a lawyer! I'll sue you all for assault!" he threatened. "There will be hell to pay!"

John then went up to his estranged father and said, "Sorry dad! It's pains me to do this to you but you left me no choice!" he then punched his father in the gut and threw a cup of coffee at him. It had gotten cold over the while.

J.J. then turned his head over to the web-slinger. "I'll get you for this Spider-Man!" he threatened the young web-spinning wonder. "I'll get you if it's the last thing I ever do! I'm going back to my building, get on the air and report..." he was then stopped by Robbie Robertson who had been running over to him.

"Hey, Jonah! The Board of Directors wants to have a meeting with you!" said Robbie.

Jonah turned his head over to the man who he worked with. "Dammit!" he cursed, feeling like he was in trouble. "Just get me out of here before they all trash me to death!"

"Quick, Jonah! This way!" Robbie said, guiding J.J.J. into a place where he could not be seen as he turned his head to Spider-Man, "Oh, and Spider-Man, great job saving the day!"

"Thanks Robbie!" Spidey said to him. "You're an awesome reporter by the way!"

"Thanks!" the man said back to him again.

"Just shut up and get me out of here!" Jameson said, as he got into Robbie's car.

"Oh right!" Robbie said as he drove off to the DBC building, knowing full well the J.J.J. was in trouble.

Jean DeWolff turned her attention to Spider-Man yet again. "Spider-Man, Scarlet Spider, Black Widow, Captain America, Fantastic Four and the rest of the heroes with you, we'd like to congratulate you all on a job well done, saving the lives of everyone in NYC."

"All in a day's work, ma'am." Cap said to the detective. "We'll just turn Red Skull to the higher authorities and we'll be on our way."

"Yeah, but it looks like we'll never hear the end of it from Jameson anytime soon." Spider-Man said, while Coulson and his team along with Winter Soldier placed a set of arm cuffs on Red Skull and carted him off into their ship's brig.

Officer Carlie Cooper then went over to the web-slinger. "But you've already proved that you're a hero despite what that hitlerstached bully said about you." she said, rubbing the back of his head.

"Thanks, Officer Cooper."

"Oh, call me Carlie." the woman said. "Plus, I have a tattoo of your logo right here on my stomach! See?" the police woman lifted her shirt up to show that it was true. She did have a tattoo of Spidey's logo right on her smooth stomach. Spidey felt a little stiff under his costume as Widow and the others were wide-eyed with the expression that went 'Whoa!'

"Oh, boy. Look at the time." he went over to Widow, to let her know that he still loved her. "We really must be going now."

Widow smirked in agreement to that. "Fair enough." DeWolff said, grabbing Carlie by the arm. "Now, if you'll excuse me, Officer Cooper and I are gonna have a nice little chat and we're gonna be very civilized about her fangirling behavior." the two of them and their S.W.A.T. team all pulled out, packed up and went back to the station.

Just then, Mr. Fantastic heard his cellphone ringing. He answered it and said, "Hello?" he got responded by a what sounded like a teenage boy who told him about a breakthrough that he made. "That's fascinating son! We're on our way home immediately!" he said, feeling excited. Reed hung up the phone and turned his head to Spider-Man and Black Widow.

"Uh, why so excited Dr. Richards?" Spidey asked.

"Our son Franklin has just made his first breakthrough and he really needs us to see it stat!" Reed told them.

Spidey and the other Spiders were amazed. "That's great!" Spidey said.

Spider-Woman asked, "You have a son named Franklin?" feeling like she didn't know.

Invisible Woman put her arm on the redheaded teenage girl. "Yes, when I was pregnant with him, I resigned from active duty and had Crystal take my place in the Fantastic Four."

"Really?" Spider-Woman asked as Sue nodded to her. "Wow!

"Yeah." said the leading lady of the Fantastic Four. "Our son and his sister Valeria get their brains from their father." she pointed at her hubby. "They're the apples of our eyes." she embraced Reed lovingly.

"You'll have to excuse us but we must be going." Reed said to them. "I can't wait to see our son's research!" he felt excited for his progeny.

"Sure, no problem." said Captain America.

"We really appreciate your participation in our efforts to stop HYDRA and Zodiac from unleashing the doomsday device on the world." added Phil Coulson, shaking hands with the members of the popular Manhattan superhero team.

"Sure thing Phil." Sue agreed to that statement before turning her head to Spider-Man and Black Widow. "We ought to team up with the Web-Warriors more often Spider-Man." she said.

Spidey felt excited about that idea. "Yeah, that would be great!" he told her.

Johnny snickered a little bit, "Just because his girlfriend has a boob job?" said the fire manipulator with a remark.

"Johnny!" Sue said, elbowing her brother in the ribs.

Widow went up to them and perked her breasts up a bit. "Actually, my boob grew bigger and bustier because of the side-effects of being turned to a werewolf and back due to Nightshade's mutation serum." she shook her breasts up and down a little bit.

"Oh, never mind then. Sorry!" Johhny appologized as he got slapped in the back of the head by his sister. "Hey, Sue!" he complained.

Sue had a strict but witty face, "Not as sorry as you're gonna be when we get home Jonathan Spencer Storm!" she hissed.

"Aw c'mon!" Johnny kept complaining.

Thing put his hand on Spidey's back and told him, "Ah, don't listen to Flame-O over here. He's just being an immature lunkhead who love's playin pranks on me all the time." as he got into the Fantasticar.

"Yeah, I can tell by the way you two always fight." Spidey said, as he and the others waved goodbye to the F.F. as they went back to the Baxter Building to check on their son Franklin. "Well, now that that's taken care of, I got something to say to Fury!" he hissed, ready to head back to the Helicarrier.

* * *

Back at the Hellicarrier, Spider-Man, Black Widow, Scarlet Spider and the others were walking down the hall and went into Nick Fury's office. There they saw him standing there with his arms folded and he had an angry stare on his face.

"SPIDER-MAN! I demand to know what in the hell you were thinking opening Pandora's Box in the form of the file on your parents!" he yelled. "Do you realize what you've done?!"

Nick made that demand only to get decked by Peter who sucker punched him in the jaw. "Funny. I was about to ask you the same question when you were trying to keep that from me!" Peter shot back, feeling enraged that Fury withheld this secret from him. Melinda May was about to retaliate on Fury's behalf, but Peter muttered to himself. "No, Agent May. Not this time! It's time to get yours!" as May nearly hit him in the face again, Spidey countered and parried her attacks this time before he knocked May out with a single punch to the face. "Now we're even."

Fitz could not stand by and say nothing anymore and yelled, "STOP!" getting Fury and Peter's attention. "Instead of you fighting one another, you could at least tell your sides of the story!" he shouted to them, getting them to calm down and do just that.

Peter and Nick looked at each other and Peter shrugged his shoulders. "Okay then." he said as Fury got back to his feet to hear Peter's side of the story. "Fury, the reason why I did what I did is because I wanted to know the truth about my parents who at one point worked for the C.I.A. when you and S.H.I.E.L.D. did a joint investigation with them because I found out that my father was a target of HYDRA and other villains due to him making a breakthrough for curing cancer and that this guys named Eddie Brock, who calls himself Dark Venom used to be my father's protege and he is also the man who killed my mom when I was 4 years old and hired Electro to kill my old girlfriend Gwen Stacy years later." Peter felt tears coming down his face a little bit, but shrugged off the sadness. "Luckily my dad escaped from HYDRA after being held prisoner for so long. You tried to order me to stand down to prevent me from going inside to find the answers I wanted, confront the guilty party responsible for this and more importantly I had to rescue Black Widow because I felt responsible for letting her get captured because..." Peter was hesitant to answer, he did not want to admit to Fury that he fell in love with Natasha otherwise he'd separate them. "I care about her. Our relationship as partners grew a lot over time. That's why I did what I had to do. It's the sense of responsibility I have."

At first Fury was angry but after hearing Peter's side of the story, he dropped it. "I see that now." he said, calmly. "Now here's my side of the story. The reason I didn't tell you the truth in the first place is because I promised your parents not to tell you until the time was right." he admitted, making Peter gasp to hear that Fury made a promise to his mother and father. "What happened today was unfortunately bad timing. I tried to prevent this from happening but I was too late." he let out a sigh of anguish. "It was bound to happen sooner or later, but I just didn't know when."

"Just like it did today." Peter nodded.

"I'm going to regret saying this but Spider-Man, I'm sorry for keeping all this from you." Fury said, apologetically. "Now that we got that out of our systems, we'll need to work hard to improve the trust between us and make sure that something like this never happens again." he added, before sticking out his hand.

Peter shook the Director of S.H.I.E.L.D.'s hand and said, "Yeah, I strongly agree." as he let go. "And I'm sorry for punching you in the face, even though you deserved it."

"Actually, you did me a favor." Fury reassured.

Peter was dumbfounded, as were everyone else. "I did?"

"Yeah." Fury confirmed. "I'm glad you gave me a good shot in the face, because I've been dealing with a toothache since the incident at the Triskellion not too long ago."

Peter blinked in a manner of dismay before he said, "Oh, sure. No problem. But next time, try going to a dentist just once a year like everyone else." he said, giving some advice to the S.H.I.E.L.D. Director before he woke Agent May up and got her off the ground. "Oh, and Agent May. Sorry for hitting back. I haven't forgotten about you punching me in the face when we first met." he said to her. "You were really mean to me." Mockingbird and Quake agreed, as did Widow, Sparkplug, Spider-Woman, Arachnid and Scarlet Spider.

"I know." Melinda said, admitting her guilt for being harsh to the boy. "I would've done the same thing if we were in each other's shoes."

Peter agreed to that. "Fair enough but don't let Mesmero overhear that because that guy would do that to us like he did with me and Widow." he said, pointing at the redhead.

"Yeah, you're right on that one." Agent May said. "And I'm also sorry for that too because I thought you were just gullible, young, immature and stupid."

"Watch it, lady!" he warned.

"Sorry." May apologized again. "But it turned out that Yelena Belova used her charms to seduce and manipulate you and you fell right into her hands."

"All thanks to Grant Ward and that device he used to literally shut down my Spider-Sense." he added. The others were aware of this, as he told them about it before, but MJ did not know about it till just now, neither did Katie. "So, apology accepted. Friends?" he stuck out his hand to her.

"Friends." Melinda said, shaking hands with him. "Peter Benjamin Parker, you have officially earned my respect."

Scarlet took the time to break his silence, "Director Fury, thank you for helping my little brother become the Ultimate Spider-Man." he said taking off his mask. "And there is something I need to do."

"What would that be, Kaine?" he asked.

"I need to get in touch with Dr. and Mrs. Drew to let them know their daughter is alive and well."

"Okay, sure. Use my desk." Fury said, allowing Kaine to use his computer to talk to the man he owes his life to.

As the lot of them all left Fury's office, Coulson went to Dr. Connors Lab to check on his newest diagnosis on the notes of Richard Parker while Katie took the time to babysit Billy while Bobbi and Lance went with Daisy, Lincoln and Mack to see how the guys at the Atlas Foundation were doing as Jimmy gave them a drive to the place. After they all left Kaine in Fury's office, Natasha went over to Spider-Woman who changed out of her Symbiote.

"Mary Jane." Natasha said.

"Yeah?" MJ asked, wanting to know why Natasha called her.

"I can't help but notice that you slapped and punched Peter in the face before you came to Siberia to rescue me." she said, bringing up the argument MJ and Peter had prior to all this fallout.

MJ felt a little dumbfounded by how she asked it. "Wait. Did your psychic bond with him tell you what happened?" she asked.

Natasha folded her arms, "Actually, I saw it through his eyes. So, in a way, yeah it did."

Mary Jane sighed in defeat, "Sorry I had to do it, but he wasn't thinking straight. So I had to give him tough love and warned him that I'd never speak to him again if he doesn't listen." she admitted to Peter's girlfriend.

At first, Nat was a little miffed at the girl for doing that, but she unfolded her arms. "I understand, but know this." Widow slapped Mary Jane really hard in the face, leaving a mark of her hand. "Nobody hits my boyfriend and gets away with it." she hissed a little bit, before breathing in and out. "Nothing Personal, but don't ever do it again."

MJ felt a little bit of pain. "Yeah, sorry about that." she said to the woman. "Damn, that hurts!" she winced.

Natasha put her arm around MJ and walked with her, "Let's get you some ice to reduce the swelling." she said.

"Thanks, Nat. I would love that right about now." MJ said agreeing with what Nat said, as she got a bag and put some ice in it before putting it on her cheek. "Now I get the term "What goes around, comes back around." I guess I learned my lesson."

"We all have." Natasha agreed with Mary Jane on that as Peter went over to them.

"So, ladies, want head back to my house? I'm getting some pizza." Peter said.

"Sure." MJ said.

"You got it, hun." Natasha added, as she went with the two.

* * *

All the while, Mysterio was sitting around in his hideaway, feeling bitter that Red Skull lost again and that Scorpio and Zodiac failed him.

"Dammit!" he said, slamming his fist onto the arm of his chair. "I can't believe that this happened!"

Just then, Carnage walked in along with Eddie Brock as they saw his anger in action. "Hey, Mysterio." Eddie said. "It's not over yet. We still have another ally in our midst." They were joined by a man with short groomed blonde hair, purple-lens glasses over his pewter and was dressed in a gray suit while there was a robotic-looking being behind him. "I'm sure you're familiar with Justin Hammer and his other self, Titanium Man, right?"

Mysterio turned around and saw the man in question. "Ah, of course I am. How could I forget?" he said, enthusiastically. "You're Iron Man's business rival."

"That I am." Justin said, denoting how arrogant he was. "I have been observing your surprises for Spider-Man and I am quite impressed."

"Glad to hear it, Justin." Mysterio shook hands with the man, as he sat down and Harvey came in and poured them a cup of coffee. Mysterio took his helmet off and took a sip of his coffee. "So, why are you here?"

Justin got some cubes of sugar and put them into his coffee, stirring it around as he began his elaborate presentation. "I have a plan for you." he said. "And it involves us working alongside him..." he pointed to the door way and in came a man dressed in a blue outfit with an orange cloak and a green mask that looked monstrous in origin. In his arm was a purple hoverboard that looked similar to Norman Osborn's glider during his days as the Green Goblin, and he also had a purple nap sack around his person. "Mysterio, Dark Venom, Carnage and Harvey, meet Jason Phillip Macendale Jr., also known as..."

"The Hobgoblin!?" Harvey said, in horror, but brushed that off. "I've heard of you. Didn't Scarlet Spider beat you before, back in San Francisco?"

"Yes, he did, unfortunately." said Hobgoblin, shrugging off the defeat. "I also used to work for Kingpin at one point, before he traded me for someone else."

Eddie thought about this, "So, Jason, what sort of thing do you have in mind?"

"Well, this Spider-Man creature I saw called Doppelganger has created a device that can capture the Egyptian God of the moon, Konshu and he needs a resource powerful enough to drain Konshu of his powers and divide it up with Mr. Hammer and a few others." he elaborated.

Mysterio was quite in awe by how he put it. "That is genius! Stealing the energy of a Demigod from Egypt would make anybody unstopable!" he laughed evilly. "And when would you like to get under construction with this thing?"

"A few weeks from now."

"Excellent, I will provide you with the resources you'll need." Justin said.

"And I'll make sure to send you some additional backup, Hobgoblin." Mysterio said, "Harvey, you may go on your break."

"Thank you sir." Harvey said, leaving the room.

"Oh, this is gonna be bad news for Spider-Man." Hobgoblin said.

"Indeed so, my friend." Mysterio added, shaking hands with the demon-looking villain as the lot of them laughed evilly.

* * *

Later that night, at the Parker Residence, Peter, Natasha and Mary Jane were eating a pizza they had ordered from Roy's and they saw the news report on J. Jonah Jameson being arrested and getting chewed out by his own son.

 _"Thanks to the combined efforts of Spider-Man, Scarlet Spider, Captain America and the Black Widow from the Avengers, Winter Soldier, the Fantastic Four and a few other superheroes that were with them, the city, county and state of New York is saved from HYDRA led by the Red Skull, who's now in the custody of S.H.I.E.L.D. for threatening to destroy it with a Doomsday Device and the rest of his henchmen were arrested by Detective Jean DeWolff and Officer Carlie Cooper."_ she reported. _"Despite the news reports from DBC about Spider-Man being a menace to socitey, due to his heroics, his popularity continues to grow, not only in New York but around the world which officially propelled him to the A-List of the Superhero community, along with the Avengers, the Fantastic Four and the X-Men."_ But then something came to her as she got an update. _"And this just in, J. Jonah Jameson has been fired as the C.E.O. of Daily Bugle Communications by the Board Of Directors for his anti-Spider-Man campaign that damaged the image of the once most popular multimedia giant in the entire city due to the increase of Spider-Man's popularity and has been replaced by DBC reporter Joseph 'Robbie' Robertson who stated this..."_

The screen changed to Robbie standing in front of a podium in front of a whole lot of press. _"As the new C.E.O. of Daily Bugle Communications, I vow here and now that I will take careful steps in restoring our image and reputation, and deliver real news and stories to people without slandering superheroes who work hard to protect all of us and our way of life from evil and the forces of darkness."_ he said to them. _"And Spider-Man, wherever you go, good luck and thank you."_ he added.

The screen changed back to Whitney. _"Such noble words from a great man."_ she said. _"And we're back here in Times Square with John Jameson who has recently announced his disowning of his father."_ she then looked at him lovingly. _"John, now that you no longer own J. Jonah Jameson as your family, what are your plans?"_

 _"I'm not sure yet, Whitney."_ John told her. _"I'll figure it out someday."_

 _"I hope you do."_ Whitney said back to him. _"Keep tuned in for more updates. This is Whitney Chang for channel 6 news, back to you're regular scheduled program."_ The screen changed back to a cartoon that was playing. The chase was between a couple of cops and a few thieves who were en route to their hideout to stash the loot.

Peter took a bite of his pizza and a drink of his orange soda. "I'm glad it's finally over with J.J.J. because that guy is, was and always will be a horrible person." he said to the girls. Peter had on arm around Mary Jane's neck and another around Natasha's waist. The ladies nodded in agreement with Peter. "And I'm also glad that someone else thinks of me differently than picklepuss who's been put on the unemployment line."

"You got that right, Petey." MJ stated to Peter. "I can't believe I actually thought about working for Jameson."

"I know, but I guess if you do get to be a reporter, Robbie Robertson will get to be your boss someday." Peter said, making her smile.

"Yeah, well, Jameson suffered a broken jaw at the hands of Melinda and your big brother." Natasha added. "And Jameson will probably gonna sue the DBC for wrongful termination."

"He brought this on himself." Peter turned his head to Natasha. "He said a lot of mean things about me and karma came knocking on his door and got him dead in his tracks.

Natasha grabbed Peter by his chin and kissed him dead on the lips and said, "And you got me as your consolation prize, hun."

"I know that's right, Nat." Peter agreed with what the older redhead told him after she smooched him. "He's lucky I wasn't the one who punched him in the face and knock his teeth out, otherwise he'd have a bad taste in that loudmouth of his."

MJ stroked Peter's hair a little bit, "Well, you won't have to worry about him anymore tiger." she reassured the boy.

"That way I can finally move forward with my life, away from him."

Natasha took a bite of her pizza and a sip of her soda, and after she was done she let out another loud ***BURRRRRRRRRRRRRRRRPPPPPPPPP!*** She covered her mouth and said, "Excuse me!" as she giggled.

MJ was a little surprised by this. "That's a little bit out of character for Nat to act like that."

"Nah, she's finally adjusting to being a normal person after having a rough childhood, losing her entire family, growing up training in the Red Room during the Black Widow program, being played for a fool by her now dead ex-husband when he faked his death, defecting to the United States after turning on her former superiors by refusing to do any more public assassinations, joined S.H.I.E.L.D. as a spy/freelance agent and joining the Avengers to atone for her past misdeeds."

It was then that another tear fell down Natasha's face. She nodded to Mary Jane that it was true, and the girl was surprised to hear that had happened to Natasha in the past. "Wow, I'm sorry to hear that." she said, placing her gentle hand on hers.

Natasha wiped a tear from her eye and obliged, "Thanks Mary Jane. That means a lot to me." before she kissed Mary Jane on the cheek as if she were Mary Jane's mom. MJ smiled at her and felt like she saw something in Natasha that inspired her. After a few minutes of Natasha letting her tears out as Mary Jane embraced her she wiped more tears from her eyes, put her slice of pizza down and said, "Now that I'm better, I decided to show off my other new outfits Fitz and Simmons made for me to you guys." as she got up off the couch. She turned her head in a flirty way and winked at Peter, "Care to join me, sweetie?"

"Sure thing." Peter aceepted, as he got up and tapped on Nat's booty which made her giggle and moan in pleasure.

"That I can't wait for." MJ said, watching the two.

"Okay, here we go!" Peter said, as he pressed the button on his new watch, making the nanobots come all over his body and create the outfit he used during the battle with Red Skull. And Natasha did the same thing as she pressed her belt and was in the new main costume Fitz and Simmons made for her. "Man, I'm diggin' my new main costume!" he said. "It was actually quite an improvement. Especially the Spider logo being white."

At first, Natasha felt like she was ripping off Marvelous Studio's Dark Spider character, but she felt the need to adapt. "As much as I'm gonna have to get used to my new main costume with a brown jacket, red boots and black biker gloves, I'm going to see what else I got." Natasha pressed the belt again, causing another set of nanobots to swarm her body and wrapped her in an outfit that looked similar to Spidey's new outfit, only it was red and black with a gold Spider logo on her chest and on her back. She also had a mask around her eyes and had large hoop earrings.

Peter was dumbfounded when he got a look at it. "Hey you got my costume!" he said in surprise. "Except that it's black, red and gold."

Natasha got a good look at herself in a mirror that was in the living room, she turned her butt into the mirror and then back to her front and moved her shoulders up and down in a sexual way. "I think I love it." she told him. "Especially the eye mask with white eye lenses. I think I'm more sexier in this outfit." she bent down and made some sexy poses for Peter, making him stiff under his costume.

"I think it's totally awesome, Nat." MJ said, liking the outfit on her.

"Me too. I give it a perfect 10!" Peter gave the thumbs up.

Natasha blushed a little bit, "Thanks guys." she said.

Peter pressed his watch again and it formed an outift that looked a little similar to Superior Spider-Man, only it did not have the extra arms in the back and it was red and blue with a black spider logo and different gloves. "Another version of my costume?" he said before looking down at his hands. "These gloves look like Gambit's. I'm loving this one too!"

Nat pressed her belt again and this time she was dressed in a variation of her first outfit, only it was all white, and unzipped at the chest to show her ample cleavage. "The white version of my first catsuit?" she asked as she admired herself. "I think I made a polar bear look sexy."

"I wonder what the Unlimited version looks like." Peter said, as he switched to the blue and red outfit with the web cape he had during the storming of the Zodiac base earlier. "Looks futuristic. And I like the web-cape, this rocks! I'll keep it and pass it on for future generations to come."

Natasha pressed her belt again and this time, out came what looked like Agent Venom's Symbiote, only it was black and red with a Black Widow logo on her chest while the spider legs went down her belly. This shocked her a little bit. "Why do I have a Symbiote costume in my belt?" she wondered.

"I don't know, but it's probably not safe." Peter felt a little concerned.

"I guess we'll just have to find out." she tried it out on a chair.

"Nat wait." Peter said, but he was too late as the Symbiote made her moan sexually as she grabbed her boobs and started rubbing them. "Oh shit."

"Yep, it really is the Symbiote." Natasha moaned. "We feel like we're having an orgasm." she said, with her voice full of pleasure as well as her refering to herself as we instead of I while she went to Peter and rubbed her boobs against his face, which gave him a nosebleed. She felt it crawling around her body in a tingly way.

"Quick, change into something else before the Symbiote takes over your body!" Peter said frantically, urging his girlfriend to switch into a different costume before things got out of hand.

Natasha pressed her belt again and changed into a different outfit, and it was the one she used when she was fighting Ronin before Nozomu Akatsuki struck him down. "Whoa! That was way too close!" MJ said as she looked at the next suit Natasha was in.

"I'll say." Peter sighed in relief. "The Symbiote costume she has is a fusion of Venom and Carnage combined!"

Natasha sighed in relief as well as she got the swords out from behind her back. "At least I've changed into a costume that has swords." she added, getting a good look at them up close. "That's an even better look for me."

Next, Peter pressed his watch and ended up in a black, cerulean and magenta outfit with a big gold bug logo on his chest while he had a helmet over his eyes while his mouth was revealed and a jet pack on his back. "Whoa! I look like The Hornet! I love reading him in my comics!" he said, feeling excited. "I need to get the new issue."

Natasha rolled her eyes and pressed her belt again, this time she was dressed in what looked like a variation of the Iron Man suit. "What the?! Did Fitz and Simmons steal this from Stark?!" she said, looking at herself. "Well, even so, I think it's awesome."

Peter pressed the watch again and was in what looked like a black and white outfit with black lenses on the mask. "Hmm, this looks useful. I'll keep this in case I feel like joining the F.F. should Johnny ever be gone."

Natasha switched over to what looked like a skin-tight black outfit with a set of night vision goggles over her eyes that looked like the eyes of an actual spider. "Whoa, I might need this in case I decide to switch from the Avengers to the Thunderbolts." Natasha said.

Peter switched into what looked like an all black outfit with no eyes at all. "Hey, what the, I can't see!" he said, feeling like he was blind. "Where are you ladies?" he said feeling around for something.

"Peter, your touching my thighs." Natasha said, as Peter switched the eyes outside the outfit on.

"Oh, sorry Nat. The eyes of the mask must have been off." he said, looking into the mirror. "This outfit is all back."

This time Peter was in an outfit that looked like a biker version of him with a big R on his body. "What the, now I look like The Bombastic Ricochet! I wonder what strings Fitz and Simmons had to pull to get this and Hornet."

MJ then cleared her throat and pointed out, "Maybe that all black one was inspired by Dusk."

"Yeah." Peter knew he had some comics of him.

Natasha went to another different outfit, this time she was dressed in a pair of combat boots, a black pair of ripped jeans, short sleeve cropped jacket, red long sleeve shirt, a necklace that looked like her logo and her bracelets around her arms. "Hmm, very sporty." she said, liking it. Peter took the time to shift into the red outfit with the blue mask, gloves and boots that he used against Dark Venom. "Pete, how about we call that one 'Flipside'?"

"I'm okay with that." he agreed to that.

Natasha shifted to yet another outfit, this time it was an all black outfit with red going down her neck and belly, around her hips and down her legs while the red hourglass logo was on her chest. She also had an eye-mask over her eyes and a red jacket on her as well. "Wow, I look like a biker babe." she turned around and looked at Peter with his mouth open. She then closed Peter's mouth and kissed him on the forehead.

Peter then changed into what looked like his former main costume, but with a few gold accents on some of it and the eyes of his mask were glowing blue. Then he switched to what looked like an electric proof outfit.

And lastly, after he was done with his, Peter and Natasha changed into their last costumes that resembled the Venom Symbiote. They were both stunned by this.

"Why do I have the Venom Symbiote?" Peter asked, looking down at the outfit. "It was about to take control of me!"

Natasha looked down at the Symbiote she was wearing. Only hers was black with red on the wrists, while she had her logo on her chest, surrounded by eight spider legs and her boots were red and there was a red line going up from her knees to her thighs. While her hair now had a black streak in the front and her eyes looked yellow while there was a set of twin Symbiote lines on each side of her face. "I don't think mine is." she reassured her boyfriend. "In fact, they made these costumes to look like them, but not putting the real Symbiotes on us. They made them look like matching outfits, except that you're black and white and I'm black and red."

Peter sighed a relief again as they switched to their civilian clothing once again. "I guess you're right." he said. "Maybe I was overreacting." he and the girls chuckled at each other.

MJ got up and wrapped her arms around them both. But then, she went to Natasha. "You guys both have great new costumes and all, but Nat, I wanted to ask you something."

"Yes, what is it?"

MJ was a little hesitant to answer the question. "If I'm not too busy trying to be a better Spider-Woman, if it's okay with you, I was wondering if you could find the time to...take me in as your student?"

Peter and Natasha both gasped at the same time. "Huh!? You want me to train you?" MJ nodded. "I-I-I never had a student before."

Peter was a little stunned by what his childhood friend said to his girlfriend and felt like his two worlds were colliding. "MJ, are you sure about this?"

"Of course I am, Pete." said Mary Jane. "I want to do better as a superhero as badly as you two."

Natasha thought about it long and hard, at first she didn't know what to make of it. It was true, she never had anyone to train under her tutelage, but this could open up a new horizon. "Sure." said Nat. "I would love that."

MJ jumped for joy, "Thanks!" she said excitedly. MJ hugged Natasha and kissed her on the cheek. She turned her head back to Peter. "Hey, Pete. Can I crash here tonight? It's been a rough day."

"Sure, I'll take you to the guest room and make a phone call to Aunt May because she's not gonna believe what's been going on today!" agreed Peter, as he took MJ upstairs. Natasha put the rest of the pizza in the fridge and guzzled down the rest of her soda.

* * *

After Peter got MJ settled into the guest room, he went over to the phone to call his Aunt May and tell her what had happened today. He started dialing a few numbers, there was a ringing sound and at last there was an answer.

"Hello Peter." May said, on her end.

"Hi Aunt May." Peter greeted back to his Aunt. "How's the trip so far?"

"It's been wonderful." May replied. "I was just riding with this gamer named Zack Fawcett who's also an excellent inventor. We stopped by a few places and socialized a bit before we ran into his cousin and he explained how he won his football game." she told him about how her day went before asking, "How's your day?"

Peter let out a sigh of grief. "Oh, it's been a rough one because a maniac from my girlfriends past kidnapped her along with HYDRA and Zodiac."

"Oh my!" May said, gasping in shock.

"But, Mary Jane and I were able to save her with the help of S.H.I.E.L.D., Captain America, his girlfriend Sharon Carter, Winter Soldier, yeah, he's on the side of good and the Fantastic Four."

May was astonished to hear that her nephew got to team up with the rest of the Fantastic Four and not just the Thing. "Wow, Dr. Richards and his team, that's so righteous. And I didn't know Cap had a girlfriend, or that Bucky was still alive under a different name. And that is a relief." she said. "I'm glad that she's safe."

"Yeah, me too, but there's more." Peter began to tell her another thing that happened. "On the anniversary of my parents disappearance, I found out that my father is still alive and so is my older brother Kaine."

Aunt May gasped in fright when she found out that her brother-in-law and her first born nephew were both still alive. "B-But how is that possible? I thought they were gone!" she exclaimed.

"I know but my father's on the run from all the horrible people that are chasing after him for his research and hopefully safe for the time being. And I also realized that it's too soon to find him so it's best that I leave it alone for a while."

"And what about Kaine?" May wondered as she began to cry tears of joy. "I haven't seen him since he was a little boy. The poor dear has been through a lot since running away at a very young age."

"Yeah, but he's still alive and kicking." Peter reassured her. "He was taken in by Dr. Jonathan Drew and his wife Miriam, who trained him to be the Scarlet Spider." Peter told her about how Ben Riley was a clone of Kaine. "And he also fulfilled his promise of finding their daughter Jessica, who apparently has Spider Powers similar to my own, but is able to shoot bio-electric venom blasts."

May was even more astounded to hear about the Drew's taking him in after he ran away. "Well, that's good." she wiped the tears from her eyes. "I was afraid that the past would come back to haunt us sooner or later, especially after everything our family went through."

"You got that right." Peter told his Aunt. "I think I've come to terms with the past and hopefully, one day, we'll see dad again in the future."

May nodded her head on her end. "I hope so too." she said, "Now get some rest dear. You've had a rough day."

"Well, I'm getting plenty of that because Jimmy Woo was able to convinced Coulson to give me and my girlfriend a few weeks off before we get back to work as superheroes." Peter told his aunt about him getting some time off. "Oh, and I got a new Spider-Morpher that allowed me to change into my other costumes a lot quicker."

"That's great!" May said. "I gotta go dear. I'm turning in for the night as usual at my hotel. Yout ake care of yourself and your girlfriend in the meantime."

"I will Aunt May." Peter told her, reassuring his Aunt that he'd take care of himself and Natasha. "Good night."

"Good night Peter." May said, hanging up on her end.

Natasha walked into Peter's bedroom with a seductive look on her face. "Come with me, handsome."

"Way ahead of you sexy." Peter said as he followed her out into the hall.

 **(2 become 1 by Spice Girls plays)**

Peter and Natasha went into May's bedroom as Peter took his shirt off to show those very nice abs he showed Natasha before, and then he took his pants off to reveal a pair of boxer shorts with no pattern on them. Widow took her top off next and then took her bra off to liberate her massive breasts. Then she took her pants off to show a pair of black panties she had underneath them. The two went onto the bed and started kissing, and rolling around as they felt each other.

"Ah...It feels so good to be in your warm arms again, sweetie pie." Natasha said to him lovingly.

"Me too, babe. I was losing my mind at the thought of losing you." Peter told her as they kept kissing and rolled around with Widow on top of Peter.

"So was I when I saw Eddie Brock in the Dark Venom Symbiote nearly kill you." she admitted openly.

"I'm still alive, aren't I?" he quipped as they kissed again. "I'm grateful that Jessica Drew saved my life which gave me the advantage I needed to neutralize Brock with the Sonic Vibration that weakened his Symbiote and caused him to retreat." he thought about what he was gonna do if he returned and he was also thinking about his mother's death. "Looks like I'm probably not gonna see the last of the man who killed my mom."

Natasha pulled his head to her breasts and stroked his head. "But your father is still alive out there, and is on the run."

"He'll be safe for now." Peter was glad to hear that his dad is still out there. "It's probably best not to find him yet because all of my enemies would use him to get to me."

"I agree." Natasha agreed to that matter. "And since Jessica Drew has spider powers like us, she'll need to be trained and have to come up with her own identity as a Spider."

"No Kidding. So far the only Spiders right now is me, you, MJ, Flash Thompson, Amadeus Cho, Miles Morales, Jessica Drew if she's trained and my big brother Kaine Parker. That makes 8 of us."

Natasha nodded. "Speaking of Kaine, although I wish he could've told us that you two were related from the start when we first met him." she stated. "He probably had a good reason to wait until the time was right."

Peter shrugged his shoulders and then looked back at what happened before. "Guess that explained why he was so protective of me during the time Doc Ock took control my body." he pieced it together. "Especially the time he probably took us home after Mesmero switched both of us into each others bodies." he then started fondling Natasha's breasts and shook them from side to side. "Although, I did feel extremely comfortable inside your body."

Natasha smiled, "Better you than Hawkeye." she joked. Then she and Peter lied back first on the bed and held hands. "I'd rather trust you to be in my body than any of the creeps we've been faced. Especially my now dead Ex-Husband Alexi, who threw away what we once had during our marriage."

"I'm sorry things ended badly between you two." Peter apologized to his Russian girlfriend. "And I'm also sorry that he broke your heart."

"Thank you, Peter." Natasha said back to her boyfriend. "I may have lost Alexi, but I still have you in the end."

"Me too, Nat." Peter and Natasha kissed again as their tongues danced in each others mouths. After they broke from the kiss Peter added, "Looks like we've both come to terms with our pasts. All that matters to us is our future together." the both of them looked out the window at the light of the moon outside. "I'll be a bumpy ride but it'll be worth it."

Natasha thought about that thing Peter said about their future together and she was okay. She even thought about that dream she had before they teamed up with the X-Men to stop Arcade."Yeah, it sure is."

"And speaking of which..." Peter then put his face between Natasha's triple C cup breasts and motorboated them with his mouth making her giggle in delight. The feel of Peter's mouth near her boobs made her tremble with ecstasy and lust. He then felt her boobs again and started sucking on them, making her moan. He then started licking her belly button which she liked.

After he stopped he said, "I love you, Natasha Romanoff."

"I love you too, Peter Parker." Natsha said back to him as they resumed their make out session throughout the night, wondering what the next surprise will be for them. And Kaine took the time to get Jessica reintroduced into the world, reunite with her parents after being captive by HYDRA for so long and Melinda May had admitted a newfound respect for Spider-Man. Plus, Mary Jane was now Black Widow's new student. And wherever Richard Parker is, his sons will find him.

 **(Song Fades)**

To Be Continued...

* * *

There you have it folks, Peter is reunited with not only his girlfriend, but his brother too. Plus, he got some payback from Melinda May for discriminating him. Plus, J. Jonah Jameson got humiliated by his own son. Plus, Spidey and Widow have new outfits. They are in this order. Spidey's new main one is a variation of the outfit he'll have in his new Insomniac Game, while the others include: Spider-Man Unlimited (1999), Dusk, Hornet, Electro Proof, Ricochet, Flipside (from Spider-Man 2099), Black Suit (copied Symbiote) and Future Foundation. While Black Widow's new main outfit is similar to the one used by Dark Spider in the movie Ant-Man is making called "Human-Ant And The Revengers", her other ones include: her white costume, a variation of the Yelena Belova Black Widow outfit from the Thunderbolts, Fear Itself (with the swords), her outfit from the Age Of Ultron movie, Iron Widow, Copied Symbiote, Avengers Academy, (the game) and Ultimate (the Black Widow outfit worn by Jessica Drew [Peter Parker clone] in the Ultimate comics, but with goggles) Also, that part about Human Torch flirting with Maria Hill, I made that up. In the comics, Maria had an affair with Iron Man during Civil War I, which caused him to lose Pepper Potts/Rescue as his fiance. Also, ERoc901 Tha Clean-Up Man came up with a few costume choices himself, and I'm glad for that. And they are in this order: Ben Riley 90's, the outfit from Avengers: Infinity War, two versions of the Venom Symbiote, one is is based on an outfit Spidey had in Spider-Man/Deadpool and a variation of the outfit Spider-Man will have in his new game, only he had Widow wearing earrings. That's just to name a few. I hope you all have had a very Merry Christmas and a Happy New Year! Plus...CONGRATULATIONS TO DISNEY FOR BUYING OUT FOX! Welcome home X-Men and Fantastic Four. One other thing, I caught a cold a few weeks ago, but I am recovering.

Be sure to stay tuned for Chapter 14: Moonstruck! Peter and Natasha are out seeing Human-Ant And The Revengers, when after the feature, they see Shriek causing a fuss in the streets, leaving it to Spidey, Widow and Arachnid to fight her. Shriek nearly takes the three down until Moon Knight shows up and locks her up. Moon Knight explains to them that his mentor, the Egyptian moon God, Konshu has been captured by a monstrous version of Spidey called Doppelganger and Hobgoblin, who have formed an alliance with Justin Hammer/Titanium Man. So they race off to their hideout to try and save him. Can they save Moon Knight's mentor before he's finished? Find out next time!

Also, kudos to Ryuki555 for allowing me to use a phrase from his Spider-Man Unlimited fanfiction.

Please Read, Review, Fave and Follow. And remember, **NO FLAMES!**


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